Justice Matrix
by AUfan62
Summary: Ben crossed over into the YJ universe. (No he doesn't lose everything he loves.) Now he joins a newly formed team. Takes place after series 1 Ben is 13 didn't give up the Omnitrix. Ben/Zatanna pairing.
1. Chapter 1

**My first Ben 10 and Young Justice crossover. I hope you enjoy. I was inspired by other stories so there might be some similarities. Takes place after series 1 he's 13 years old and ever gave up the Omnitrix.**

**Enjoy!**

Ben, Gwen and their Grandpa Max were currently fighting Hex and Charmcaster. They were in the forests of Salem in Massachusetts.

Apparently Hex wanted to resurrect the spirits of bunch of witches. Then use their power to take over the world or something. Honestly Ben stopped paying attention in the first two seconds of his monologue.

While Hex was casting a spell Charmcaster was holding them off. "Hero time." Ben said slamming the Omnitrix.

"Ditto? I wanted Fourarms." He said to the Omnitrix upset. But decided he had to make the most of it. So Ben hopped on a tree then multiplied and jumped off of a branch.

Ditto prime distracted Charmcaster so that Ditto clone took her bag of tricks. "Hey." She whined then was shocked unconscious by Grandpa Max.

"This goes great with my outfit." Ditto clone said while putting it on then Ditto prime replied. "Yeah really brings out your eyes."

"Hey doofuses fashion later. Hero now!" Gwen shouted while blocking one of Hex's spell's with great difficulty.

"Relax." Ditto prime said then an army of Ditto's suddenly dog piled on Hex. "See all part of the plan." Ditto prime said high fiving his clone.

"Yeah nobody in the Universe can beat us." Ditto clone said as he tossed away the bag. Then Hex who was able to break free of the other Ditto's was about to continue the spell when a portal opened by behind Ditto prime and clone.

This distracted Hex because he didn't activate any kind of teleportation spell. But his confusion didn't last long as he was knocked out by Gwen who did a round house kick.

The portal then started sucking the two Ditto's in who were flailing their arms in a panic. Ditto clone then pushed off from prime and went into the portal.

The portal then closed and a beeping was heard signifying the Omnitrix timing out. And when it did the other Ditto disappeared and Ben stared wide eye at where the portal had been. "Woah what happened?" He said wondering what happened to the clone.

**With the clone (Won't refer to him as clone anymore)**

Ben was going through a vortex for a while now. At first he was panicking like crazy but after a while he just let himself float which was almost relaxing.

While he was doing that he was tinkering with the Omnitrix seeing if maybe he could contact Azmuth or something.

After about a half an hour something did happen. The dial lit up and the silhouettes started changing rapidly. Ben smirked when he repeated what he did that first summer. "Sweet!" He cheered.

Ben then saw a portal and smiled finding a way out. "Awesome." He cheered but then found himself being rapidly sucked into it. "Not awesome." He shouted fearfully.

Ben screamed as he went through it then slammed the Omnitrix hoping luck was on his side.

**YJ Universe, Happy Harbor**

When Ben came out of the portal as Cannonbolt and saw the aftermath of a battle. Then he saw five people not too far from him.

"Fine then, I won't deny you children have power." Ben heard a Robot say. "But, playing hide and seek won't help me achieve my objectives. So stay concealed and if you stand in my way again. I will show no mercy." He finished.

Ben quickly figured out that he was the bad guy. "Hey tin man!" Ben shouted getting his attention.

"Pick on someone your own size." Ben added the robot merely stared at him. "What are you supposed to be precisely. I have no records of you in my data banks."

"Pardon me." Ben said giving a mock bow then said. "You can call me Cannonbolt." He added then curled himself up into a ball. "And I'll call you road kill!"

Ben rolled at the robot who merely moved to the side to avoid it. "I grow bored of this." He said but didn't see Ben bounce off a car and hit him in the back.

"Really cause I'm having a ball." Ben quipped as he landed then launched himself at the robot again.

The robot then generated a tornado pushing Ben back into a pile of rubble. "Well that didn't tickle." Ben said as he rubbed his head while getting up.

Ben noticed a couple of small tornado's around him and guessed that was his power. "Who is this guy?" Ben thought out loud.

"You may call me Mister Twister. Now disappear as those children did." Twister said as he deactivated the twisters and started to leave.

"What are you talking about they're over..." Ben trailed off as he saw that the five teens were all gone. "There?"

As twister was leaving Ben decided to try the feature he re-unlocked and change into a new alien. The bright green flash caught Twister's attention.

He turned around to see it only to be kicked rapidly. When he recovered he saw Ben as a black and blue velociraptor like creature with spheres on his feet.

"Gotta be quicker than that." Ben said as he lifted his visor up.

"Another speedster?" Twister questioned not reconizing Ben then saw the same insignia on XLR8's chest that Cannonbolt had on his forehead.

"I see. So you're a shapeshifter. Though you don't appear to be Martian." Mister Twister analyzed.

"How are you capable of such advanced transformations?" Twister questioned wanting to know more.

"Because I'm human not a Martian and it's the Omnitrix." Ben explained then ran at him.

But Twister was ready and created another small tornado to push Ben back. "You are out of your league Omnitrix. And I am out of patience." He said.

Then like he did before Mister Twister reeled back and unleashed two giant twin cyclones causing a massive storm to be generated above him forming thunder and lighting flashes in the sky.

"This should cease any possibilites of you defeating me." He said then unleashed a powerful lightning bolt shot at Ben who attempted to change aliens.

As the smoke cleared Twister examined the ground to find nothing. "Finally. It was about time I finished off these meddling children." He said.

Then Ben as Ghostfreak emerged from the ground behind Twister. "Better check your watch tin man." Ben said catching his attention.

"Because mine says it's Hero Time!" Ben exclaimed as he advanced.

"How is that possible?" He asked and even in his robotic monotone voice anyone could tell he was surprised.

"What's the matter? You've never seen a Ghost..freak." Ben quipped with a creepy chuckle.

As Ben advanced Mister Twister created another twister but it had no effect. "Your trick is nice. But let me show you mine." Ben told him. "Now you see me." He continued as his body started to vanish. "Now you don't."

Like many other's would Twister looked around hoping to find him. But unlike others he was prepared. He turned around and sprayed some type of orange sludge.

Ben then suddenly reappeared then Twister grabbed him and held him up. "I have come prepared with multiple contingencies to stop the one I am really after." He said tightening his grip.

"Although I must say you have surprised me which is why I'll warn you one last time." He added.

"Stay away. Do you understand?" He stated pulling him closer for emphasis.

There was another bright green flash and Ghostfreak was replaced by a green crystal like golem.

Diamondhead formed a blade with his arm and stabbed Twister in stomach. "Crystal clear." Ben replied with a smirk then cut the rest of his upper body in half.

Twister's body then just collapsed onto the ground. Ben grabbed the scarf twister had and held it. "I guess I have my first souvenir from...wherever I am." Ben said.

As he looked around he could tell he wasn't at least on another planet. "Might as well look around." Ben said as he changed form.

Soon there was another green flash and he became a green bug like creature with four eyes. "Stinkfly? I wanted XLR8 guess this'll do" Ben said before he took off into the sky.

As Ben was only flew for a few seconds his head hit something. "Ow. What was that?" He asked then felt some type of object that was invisible mid air.

"This must be what mime is like." The bug like alien joked as he pretended to be one. "What is this thing?" Ben questioned then felt what appeared to be a wing.

"Weird." Ben said then he heard an all to familiar sound of the Omnitrix timing out. "Aw..." Stinkfly started to say but timed out before he could finish. "Man." Ben now in his human form finished.

Ben then tried to grab onto the invisible object but lost his grip. He screamed for a few seconds before he felt himself stop. "What the?" He said as he was floating like it was Zero gravity.

"I got you don't worry." Ben heard and he then saw the same girl as before. "Thanks I owe ya one." He replied.

She smiled before saying. "Well since you saved me and my friends let's call it even."

Ben returned the simle then looked over his current situation. "Uh this is cool and all but can I get down now please?" Ben requested.

"Hello Megan. Sorry." She replied slapping her forehead and gently lowered Ben on the ground.

"So your name is Megan huh. My name is Ben." Ben said and she replied with. "It's a pleasure to meet you. But actually my name M'gann but Megan is my earth name and I'm on earth now."

"So where ya from Mars or something?" Ben asked slightly as a joke.

"Yes." M'gann said nonchalantly.

Before Ben could ask anymore questions the other four woke and were quickly alert. "Where is he?!" A kid with a red S on his shirt yelled.

"Yeah I wanna turn Twister into a toaster." A kid with red hair asked.

Ben then decided to speak up. "If you're talking about the robot tornado thingy his spare parts are over there." Ben said gesturing to Twister's remains.

"Who defeated him while we were all unconscious?" Aqualad questioned.

"I wasn't unconscious but-." M'gann started to say but before she did the speedster ran over to her and put an arm over her shoulder's.

"I knew my Megalicious could do it." He said with a flirtatious smile.

"It wasn't me it was Ben." She said correcting him and ignoring his attempts to flirt with her.

"Who?" Kid Flash asked.

"The only other super hero here." Ben told them gaining their attention.

"You took him down?" A kid with a pair of sun glasses asked.

"No way." The red head said.

"I saw the whole thing." M'gann said.

"You don't look like much." The kid with the S on his shirt said.

Ben then slammed the Omnitrix dial and turned into Fourarms. "How about now?" Fourarms asked with a confident smirk. The reply was just several nods then Ben transformed back.

"Names Ben 10." Ben introduced himself.

"That's what you call yourself really?" The red head asked.

"Probably better then what you're called." Was Ben's reply. "Which is what again?" He asked.

"We have been rude I am Aqualad but you may call me Kaldur'ahm. You've already met Miss Martian." The Atlantean introduced.

"I'm Robin and that's Kid Flash." Robin said pointing to him and Wally.

"Kid Flash really? What do you do turn on the lights?" Ben joked earning a laugh from Robin who put a hand on his shoulder and said. "I like you already."

"So who's Mister personality over here?" Ben asked and the brooding Kryptonian replied simply. "Superboy."

"Ok then. Well later." Ben said then started to leave only to stop when the speedster blocked his path. "Where do you think you're going?"

"Find some bad guy's, beat em up then get a smoothie. You know usual hero stuff." Ben said like it was no big deal.

"Sorry but we gotta bring you to the League first. Otherwise Bat's will have our heads." Robin said.

"Take me to what then who now?" Ben said confused.

"You know Justice League earth's greatest Hero's. And Batman the scariest guy on the planet." Kid Flash told him.

"Never heard of them dude. Also I'm earth's greatest Hero. I mean I saved it and the universe like a hundred times at least." Ben said.

The five teenagers looked at each other in confusion since none of them ever heard of him. And the League kept tabs on multiple other hero's.

"I don't believe you." Kid Flash said looking at Ben suspiciously. "And you're approval is important because?" Ben rhetorically asked.

"Look if guys need to take me to your babysitter's give me one good reason why I should go without a fight?" Ben asked.

"You get to ride in the Bioship." M'gann told him decamouflaging it shocking Ben. "Ok I'm in." He stated eagerly then walked towards it.

"Good thinking babe." Wally commented.

"Indeed." Aqualad added then asked. "But how did you he would agree simply by showing him the vessel?"

"Well I didn't read his mind but I could feel his adventurous nature. And when I told him I was from Mars his curiosity peeked." She explained to them.

Before they could ask anything else Ben called out. "Hey we gonna go or what?" He asked standing on the ramp of the ship.

Soon they boarded and headed toward Mount Justice.

**Inside the Bioship**

"So this thing is really organic like alive? Plus it's psychic?" Ben asked continously poking the wall. "It is and it reacts to my mental thoughts." M'gann answered.

"Cool." Ben said not stopping his poking.

"Thank you. But she would appreciate it if you to stopped poking her." She told him and Ben stopped immediately. "Sorry." Then rubbed where he poked as an apology.

"Huh I figured you'd be used to riding space ship." Kid Flash commented.

"I am. But this one of the few times that I've been on that I don't have to break out from or destroy." Ben said still looking around.

"So what's your story?" Robin asked.

"Huh?" Ben replied confused.

"What Robin means to say is how did you acquire your transformation ability and where are you from?" Aqualad rephrased.

"Long story." Ben said.

"Give us a short version then." Superboy suggested.

Ben then sighed then listed some stuff that would hopefully satisfy their curiosity. "Got this watch when I was ten after it fell from space, been a hero for like three years now, from another dimension, and I'm a clone." Ben told them casually.

The result was completely opposite. They all looked at Ben in shock. But the most surprised reaction was from Superboy who looked at Ben in disbelief.

"Another dimension that's awesome. Is there another Kid Flash? Am I as handsome as I am here? Wally asked.

"Nope. In fact I think I'm the only hero on my earth." Ben said.

"How'd you get here?" Robin asked.

Ben then explained. "I was fighting this guy named Hex who was doing some weird magic stuff." Ben started.

Kid Flash then scoffed at that. "Magic yeah right." He said quitely but everyone heard him.

Ben then continued. "Then some portal thingy opened up and I was sucked in."

"Who cloned you?" Superboy asked curiously.

"One of my aliens called Ditto which can clone himself did. I got sucked in to make sure the original me didn't." Ben informed them then asked. "Why?"

Superboy didn't speak but unfortunately the speedster did. "Supey here is clone too using Superman's DNA." He informed.

"Sweet welcome to the club." Ben said then put his hand up for a fist bump which Superboy ignored. "Okay then." Ben said retracting his hand.

**Later in Mount Justice**

"Welcome to our home." M'gann said as they stepped off the Bioship.

"So you have a secret base in a mountain." Ben commented looking around with a smile. "Not too shabby." He continued.

Kid Flash taking this as an insult then asked. "Well where's yours?"

"That depends there's one in Mt. Rushmore, under my home town even my future one in space." Ben listed off dumbfounding the yellow speedster.

"You've been to the future?" Robin asked intrigued.

"Future, dimensions and sometimes a bit of both." Ben replied.

"Dude hard core!" Robin said then the two high fived.

They then headed toward the meeting area where Batman instructed them to bring Ben. "So who's this big bad bat dude you guys mentioned." He asked while he walked backwards but noticed stopped and so did he.

"This him?" A voice asked behind Ben. "Yup this is him." Robin replied.

Ben turned around and looked at a man with some type of Bat costume on. And behind him several other's who Ben guessed were this dimension's Hero's.

As Batman was about to speak something that surprised almost everyone happened. Ben started to laugh really hard.

This was shocking because most people who even glance at the Dark Knight are usually afraid of him. The only one who ever had a reaction like Ben's was the Joker.

After a few minutes though Ben finally stopped. "Sorry dude it's just you look like you put your underwear on wrong." He said.

That comment caused Kid Flash, Robin to start laughing hysterically since they never thought about it until now. Even some of the less mature Leaguers in the room laughed a bit but quickly composed themselves.

"Start talking." Batman demanded in an aggressive tone.

"You forgot to say please." Ben replied with a smirk. Batman's eye's only narrowed which only Robin knew that meant he was getting annoyed.

Ben then sighed. "Okay but it's a long story." He told him then Martian Manhunter walked over. "Maybe I could be of assistance."

Ben looked at hin curiously and shrugged his shoulders. "Ah sure whatever man." He said.

Then the Martians eyes glowed green as he concentrated. Ben suspected something was going on but after a few minutes he got bored.

"Um is something gonna happen?" Ben asked to which the Dark Knight replied. "You don't feel anything happening?"

"Feel what?" Ben questioned confused then Manhunter's eye's stopped glowing signaling he stopped. But when he did he hunched forward and began to breathe heavily as if he ran a marathon.

"What just happened?" Ben asked afraid he did something.

"Did you get anything?" Batman asked but he had a hunch he didn't.

Manhunter shook his head as his breathing returned to normal. "Nothing. Something is preventing me from reading his mind."

Ben's eyes widened. "You were trying to read my mind? That is so cool and even cooler I stopped it." Ben said with excitement.

"You mean you stopped a Martian from reading your mind without even trying?" Kid Flash asked in shock.

"Jealous?" Ben replied with a smirk.

"Start talking." Batman demanded once more.

"Sure. But can I get a smoothie first." Ben asked.

**Later**

"And that's whem I showed up kicked some robo butt." Ben said finishing his story while drinking his seventh smoothie.

Ben had just finished explaining everything the run down version of his life story. From the summer he got his Omnitrix to how he got here.

To say they were surprised would be an understatement.

"So the device on your wrist allows you to transform into multiple different allien species from your world?" Batman questioned and even though he didn't show it he was worried about that kind of power being possessed by a young child.

"Yup just push the button, turn the dial, and boom I'm one of a bunch of super cool alien dudes." Ben said showing how he normally does it. (But without actually transforming)

"Awesome." Captain Marvel said who then recieved looks from othe member's. "What? It is." He responded.

"Thanks man." Ben said sipping the rest of his smoothie.

"In that case Ben we're going to have to ask you to hand it over." Batman said.

This caused Ben to choke on his smoothie and after coughing a bit he replied. "Sorry what was that?" He asked not believing what he just heard.

"We need you to hand it over." Batman said again.

Wonder Woman then stepped in. "Batman don't you think you're overreacting?" She questioned.

"Imagine if someone like Lex Luthor had a device like this? You know I'm right." Batman reasoned.

"Maybe we should listen yo him on this. If Lex had this then-." Superman started to say.

Before they could argue any further Ben gave them some new knowledge. "Sorry to interrupt but just letting you know it won't come off."

"Yes it will." Batman said.

"No it literally won't come off it's latched onto my DNA. As in only I can use it or take it off. And still don't know how this thing really works." Ben informed them.

"Can't be that hard let me." Captain Marvel said as he walked and started to pull on it.

"I wouldn't do that." Ben warned.

"What's the worst that could happen?" Captain Marvel asked ignorantly as he pulled tighter.

"Never say that." Ben told him then the Omnitrix started to glow and a bright green pulse was sent out. Sending Marvel flying into a wall and causing the others to be pushed back several feet.

"Told ya so." Ben said.

"What was that?!" Superboy shouted at Ben who told him. "Security feature. Activates whenever someone without the proper authority tries to take off the Omnitrix."

"Why didn't you tell us there was a security feature?" Kid Flash asked.

"Hello most powerful device in the universe. It seemed kinda obvious." Ben replied.

As the rest of the Team and League recovered Batman requested they meet in the Watchtower to discuss what to do with Ben.

When they left Ben looked around and asked them. "Where's the food because I'm starving."

"This way I'll show you." M'gann replied leading him to the Kitchen.

"Dude how can you be Hungry after drinking that many smoothies?" Wally asked.

"It haven't had breakfast yet plus I skipped dinner last night. It was just too gross to eat." Ben informed them while shuddering at the memory.

Soon enough Ben was eating a sandwhich retelling one of his adventures. "So what did you first transform into?" Robin asked curiously.

"This Alien made entirely out of fire. I call him Heatblast." Ben told him before taking another bite. "I freaked out at first but then it was really cool or should I say hot." Ben continued then chuckled at his own pun.

"The only downside was I started a forest fire." Ben informed them shamefully. This comment caused the speedster to laugh.

"What are laughing at. First time I saw you use your powers you ran into a wall." Robin reminded him shutting him up and causing Ben to laugh.

"What powers it Kryptonite?" Superboy asked seeing it was green when it was fully charged.

"Not sure exactly. But I know it runs on self sustaining energy. But after a while it has to recharge." Ben told them grabbing a bag of chips still being hungry.

"So you can't stay in the form you want for long." M'gann said while mixing ingredients for another batch of cookies.

"It used to be about only fifteen minutes more or less and I could only be one alien at a time." Ben informed them.

"How long is it now?" Aqualad questioned.

"I unlocked this feature where I can swap my aliens. But for how long not sure." Ben said looking down at the Omnitrix.

Just then they heard the Zeta tubes activate "_Access __Batman."_ Then the Dark knight came in and the Team plus Ben went over to him.

"So Mr. Tall, dark, and spooky what's your verdict on Ben 10? Hero or number 1 on your wanted list?" Ben asked in a joking manner but planned to fight his way out if necessary.

Batman just kept his glare and replied. "The League has decided that you for the time being at least should remain here."

Ben raised an eywbrow at that statement before continuing. "As your prisoner or-?"

"As part of the new covert ops team the League has created." Batman corrected.

Ben thought about it for a second then smiled. "Oh I get it. This way you can keep an eye on me to see if I am a threat or not without looking like the bad guy." Ben stated.

The only ones who weren't at least a little surprised by this were Batman and the Boy Wonder.

Before Batman could deny or confirm that Ben shrugged and said. "I get it so sure why not. Just don't do one of those things where you get somebody to be my friend just to spy on me. Deal?"

Batman merely nodded then looked over to Robin and told him to show Ben his room.

"Well now that that's done." Wally said then took out the robotic eye he collected as a souvenir. "Gonna put this in my new trophy case."

"Same here." Ben added holding up his souvenir. But unbeknownst to them someone was watching them through the eye.

**Unknown Location**

In room filled with the same screens Dr. Desmond used to contact the Light, they themselves began conversing about what had transpired as of late.

"Interesting a device capable of giving the user transformation abilities." A male voice stated.

"Should a weapon of a caliber such as that come under our control it would accelerate our plans indefinitely." A feminine voice pointed out.

"Did we obatain sufficient data in that first encounter?" Another male voice asked.

_Flashback_

While Ben was trapped in Twister's clutches he took the opportunity to attach a cord on the Omnitrix.

It soon started to download data but it was cut short when Ben destroyed the android.

_Flashback over _

"A good amount to begin researching but not enough to reengineer it. We would've obtained more but the device as we have seen has a self defence feature." Was the reply.

"Do not worry yourselves in time we will see him again. But for now darkness must conceal our light." The one who appeared to be the leader finished.

**So what did you think. I worked really hard on it. I'm open to suggestions if you have any. Please review.**


	2. Chapter 2

**Hey I'm back. I'm glad you all enjoyed my first Chapter. This one will be alot like the show but I did add some minor tweaks I hope you all enjoy.**

The Bio-Ship flew through the air at over as the entire team was preparing themselves for their first official mission.

"We're approaching Santa Prisca." Miss Martian announced. Ben was a bit nervous since he had never actually been on a covert mission before. Most of the time it was just find the bad guy and take him down. This was a whole different ball game.

**1 hour ago**

The team was gathered in the main hall of Mount Justice as Batman introduced their first real mission. Wally, Ben, Superboy, Kaldur, Robin and M'gaan stood side by side with one another as they were briefed on the assignment.

All were wearing their civilian clothes. Ben was wearing his usual pants and sneakers (from series 1) but now had a white hoodie with bits of green on it with a small number 10 in the front and a large one in the back. (Yes from Omniverse I just like it).

"Isla, Santa Prisca." Batman announced as he pulled up an image of the island on the screen. "This island is the primary source of a dangerous and illegal steroid. A strength enhancing drug sold under the street name Venom. Infrared signatures show that the factories are still running at full capacity. But strangely all shipments of Venom have been inexplicably cut off." He informs them.

"That's where the team comes in. This is a covert recon mission only, observe and report only. If the Justice League needs to intervene, it will." Batman explained to them.

"So who's in charge?" Robin asked as Red Tornado shared a brief look with Batman before turning back to the team. "Work that out amongst yourselves." Batman replied before leaving.

That response made the boy wonder smirk. As they were all leaving to get ready Ben sniffed the air and asked. "Smell that?"

"Smell what? Did Megan make cookies again?" Wally asked hopefully.

"Nope. It's the recipe for disaster." Ben replied.

This comment irritated the boy wonder a bit but he didn't show it. Instead he looked a the Omnitrix weilder and asked. "Is it because you're not in charge?"

And even though he didn't show it Ben could tell Robin wanted to be the leader. And Ben replied. "No it's because we don't know who's in charge."

M'gann then decided to step in hoping to defuse the situation. "I'm sure we'll be fine." She said then added. "I mean what could go wrong?" She told them jokingly.

Ben sighed then put a hand on her shoulder and said. "Look Miss M earth lesson 101." He told her calmly then added. "Never say that because things will go wrong."

"Isn't that being a bit paranoid?" Kid Flash asked.

"Remember what happened to what's his name Mister Marvel?" Ben remined them.

"Captain Marvel and that was just a pure coincidence." Wally told him.

"You'll see." Ben finished.

**Present**

M'gaan was fully outfitted in her Martian costume at the helm of the Bioship moving over the water in camouflage mode. Silently gliding above the ocean, she announced their arrival. "Approaching drop-zone A."

Aqualad stepped up tapping the symbol on his belt causing the suit to shift to grey and black.

"Ready." He confirmed as a hole opened up in the biological ship below releasing him head first into the water. He swam through the water and approached a net that separated the waters from the shore. He sliced through it with ease using his water bearers as a Sword.

He maneuvered through a mine field on the ocean floor getting closer to the beach. He jumped out from the water landing on the sand and looked out for any movement around him. He smiled as he found nothing.

What appeared to be a type of air detection system wasn't to far away. Aqualad placed a device on the machine, as it opened he pressed his finger to his ear. "Heat and motion sensors patched in. Data is now on a continuous loop, move in." As he spoke he witnessed the distorted figure of the Bioship flying past him from above.

They approached the center of the island and Miss Martian announced their arrival again. "Drop zone B." She put the ship to a halt and several harnesses came down from the ceiling.

Kid tapped the symbol on his suit causing the color scheme to go from yellow and red to a more black variant. "How cool is this?" Kid asked toward M'gaan who smiled in response.

"Very impressive." She commented as she used her organic clothing to shapeshift her costume to a black variant of her normal uniform for stealth missions.

Robin and Kid both redied their lines then Kid turned toward Superboy and Ben. "Hey you know not too late to try out the new stealth tech." He told the two.

"No thanks I got mine covered." Ben said with a smirk pressing the smaller 10 on his transforming the white on his hoodie black. Earlier he was offered by Batman to make him a suit. But he declined so he bought this at a store and used Greymatter to add the stealth tech.

Superboy merely just crossed his arms and replied. "No capes, no tights, no offence."

"It totally works for you." M'gaan hummed with a swooning gaze before Superboy turned to look at her which snapped her out of it and she cleared her throat. "As in that it's good that you can totally do good work in those clothes." She added with a thumbs up but this caused Superboy to raise his eyebrow. Then Ben elbowed him with a knowing smile confusing the clone more.

After this embarrassment M'gaan covered up her blushing face by flipping up her hood fading into the background with her own camouflage mode.

She then opened a hatch for everyone to jump out of. She floated down while Robin and Kid used the cables to slide down.

As Superboy jumped down he didn't notice the Green flash behind him. And when he was two thirds the way through he stopped mid air and was wraped in mummy like bandages.

"What the?" He said then looked to see Ben who transformed into a mummy like alien hanging on to the ledge. "Man you're heavy." Ben told him then lowered him onto the ground followed by him.

When Ben landed Superboy grabbed him by the colar. If Ben hadn't transformed he was pretty sure if didn't transform he would've had his head snapped off.

"What's wrong with you? I was just trying to get down." Superboy asked aggressively.

Even though Ben was scared he didn't show. "Firstly you need a mint." Ben told him waving his hand in between their faces then added. "Second I may be new to this covert op, stealth thingy but I'm pretty sure making an earthquake is a not covertly." Ben reasoned.

While this was happening Robin contacted Aqualad. "Aqualad, Drop B is a go." Robin spoke though the comm-system.

"Head for the factory. I'll track your GPS and rendezvous ASAP." Aqualad told them.

"Roger that." Robin replied as they headed for the designated factory. With Ben turning back to human.

"Who was the mummy man by the way?" Kid asked making conversation. Since they haven't seen many of his aliens he was generally curious.

"I call him Snare-oh I was going for Wildvine but this thing still likes to mess around with me." Ben answered looking at his wrist.

In between the day's that they weren't on the mission Ben had discovered that he didn't fully unlocked the Master control. He could stay Alien roughly an hour or so before turning into Human.

After some time Superboy stopped when thanks to his super hearing he heard the sound of twigs being snapped. "Do you hear that?" He asked.

Everyone else stopped but couldn't hear a thing. "This a super hearing thing or what?" The yellow speedster questioned.

"You do have great ear's." The Martian commented smiling. Superboy ignored that but then felt Ben elbow him again. "What?" He asked and Ben's reply was just a smirk.

"So Rob now what?" Kid asked but looked to see that the Boy Wonder had disappeared. "I hate it when he does the ninja thing." He complained.

"Kid and Superboy check it out." Ben told them. They nodded and Kid twisted the lens of his suits goggles while Superboy blinked a few times as to adjust his multitude of vision.

"I got a squad of armed bozo's incoming from the south." Kid announced narrowing his eyes behind the goggles.

"Two squads." Superboy corrected. "But it looks they'll meet each other before they see us." Superboy added while noticing the different weapons and clothing of the two groups obviously being of different affiliations.

Soon shots started to be fired and the team instantly knew that they weren't friendly toward eachother.

Kid chuckled to break the tension, but that did little to help. "Guess we don't need super hearing after all."

"Let's go around them." Ben suggested but some of his teammates didn't plan on keeping true to that suggestion.

"Yea, yea, just as soon as I find Rob!" Kid told them right before he sped out and into the fray dodging bullets and energy rifles at speeds faster than sound.

He sped up until he accidentally tripped on a root that sent him flying into the dirt and skidded to a halt right in front of a buff man wearing a black tank top and a white and black mask. "So much for the stealthy part, hehe." Kid dashed in the opposite direction just narrowly dodging point blank gun fire.

The other's then decided to jump in and assist. A green flash caught the attention of the uniformed group. They turned to see Ben as Wildmutt charging at them.

Ben dispatched a few men before he was getting shot at. He then dodged the bullet's and blast's by using the jungle as cover.

Meanwhile Miss Martian took down a few of the men using her telekinesis. She heard the sound of a gun cocking she turned to see a man with an AK-47 about to shoot.

But before either of them could do anything Superboy grabbed the gun and knocked out the shooter. "Watch your back." He told her.

Before she could say anything else M'gann used her telekinesis to take out another attacker behind him. "Then who's gonna watch yours?" She questioned in a teasing tone.

"That wouldn't have-" He started to say in a stuck up tone which caused the Martian the to look a bit upset so he decided to change his reply. "Thanks." This response caused the Martian to smile a bit.

As two men were taking aim at Kid Flash Robin appeared from above and quickly knocked them out. "What's wrong with you guys? Remember covert? Why didn't you follow my lead and vanish into the jungle?"

"That's what you were doing?" Kid Flash exclaimed as he finished knocking another man out. "Thanks for filling us in. We're not mind readers ya know!" Wally then glanced M'gann and added. "Well most of us aren't!"

"I thought I was only supposed to read the bad guy's mind." She said taking down the last few goons.

As the leader of one of the groups was trying to escape he was electrocuted by Aqualad knocking him unconscious.

Ben then transformed again. "XLR8!" He shouted then tied the groups to the tree's.

"Let's just figure out who we're dealing first okay." Ben said after he transformed back hoping to distract them from fighting with eachother.

Robin then scoffed and replied. "Obviously they're part of the Cult of the Cobra. Didn't you read the villain file Bat's gave you?"

A few day's prior Ben had been given a list of files on villain's of this universe. But Ben didn't put any effort into reading it. Just memorized some of the faces.

"No it's summer vacation dude." Ben told him as if it were obvious. "So are they like you know dangerous?" Ben asked.

Robin nodded and replied. "Very. I'm sure Bat's would've mentioned if a dangerous extremist was running the Venom operation."

"And since there's clearly no love between the cultists and those goons. I'm betting a smoothie that Kobra walked in, took over the joint and kicked them out. Which is why the shipments have been cut." Ben deduced.

"Got it Kobra want super cultists mystery solved. Let's radio bats so we can-" Kid Flash was then cut off by Ben who pointed out an obvious fact.

"These dude's don't look like they're on that Venom stuff. Guy's been here for weeks, they would've had plenty of time to juice up. He's gotta be hoarding the stuff."

Robin grunted. "Exactly, and we don't leave until I find out why!"

Silence followed until the yellow speedster replied. "You mean until you find out why?"

"This team needs a leader!" Robin defended with passion.

"And it's you? Dude you're a thirteen year old kid!" Kid got closer to Robin.

Robin chuckled and backed up. "And you're a mature sixteen?" You blew cover first chance you got!" He said poking Kid in the chest.

"Who do you think you are Batman? You ducked out on us without a word!" Kid shot at him.

"I'm the closest thing we got!" Robin replied.

Miss Martian looked over to Superboy who was watching the argument. "Do you wanna lead?" She asked as Superboy crossed his arms and scoffed in response. "You?"

"After the Mr. Twister fiasco? No way." She told him. "You did alright." He said with a smile causing her to blush.

Ben who was watching the exchange with a smile punched Superboy again in the arm. "Quit it." The Kryptonian clone said in an annoyed tone.

Superboy then heard the former leader of the Venom operation's talk with one of the goons they tied up. He decided to keep it to himself for now though.

As the two kept arguing Ben looked over at Aqualad and asked. "What about you dude?"

"Excuse me?" The Atlantean replied confused by the question.

"Do you wanna lead the team?" The alien shapeshifter rephrased.

Aqualad thought for a moment before he replied. "I am uncertain. While in Atlantis they taught us to work together but this as the saying goes is a whole new ball game."

"What do mean?" Ben questioned.

"While I am the most qualified choice. I still do not have much of knowledge about the surface world. And I have never led a team on an actual mission." Aqualad said.

Before they could talk any further laughter was heard which stopped the other two from arguing. Then the leader spoke. "Clever niños, but you only know half the story." He paused. "Let me show you the rest, get you into the factory via my secret entrance."

"You're one of Batman's worst enemies why should we trust you Bane?" Aqualad asked rightfully with a glare as he stepped forward.

Miss Martian knelt down beside the man and let her eyes glow green while she pried through his mind. "There is a secret entrance but, he's also hiding something."

"Ah, ah, ah chica." Bane said as he felt the foreign presence in his mind. "Bane is not that easy."

Miss Martian huffed in irritation. "He's mentally reciting _futbol_ scores in español… this could take a while."

"It is not that complicated. The enemy of my enemy is my friend." Bane said stretching a smile across his face as the heroes looked at each other to weight their few options.

Bane led them to a cliff that oversaw the factory, and allowed the heroes to see what was going on. Robin pulled out a pair of binoculars, Kid Flash used his goggles, and what they saw surprised them. The cultists were moving mass quantities of Venom.

"Look at all of that product! A buy is definitely going down but, if Kobra isn't selling to the usual suspects…" Robin said.

Ben then took a look through them. "Then we figure out who that buyer is if the info is going to be worth something."

"Just what I was thinking." Kid Flash added obviously attempting to seem like he had come up with the idea himself.

"Yea," Robin scoffed sarcastically. "You're the thinker."

"Sarcasm? Dude, a real leader would focus on getting us through the mission." Kid stated blatantly as he and Robin practically butted heads, literally.

"In my Universe there was a lot of sarcasm involved." Ben remembered before adding. "Plus some stale jokes and quips too."

The sound of falling stone grabbed the Team's attention. Bane had moved behind them and shoved aside a large boulder and gestured to a now revealed tunnel.

"Answers are this way." He told them.

Kid Flash rolled his eyes as the Team followed Bane into the tunnel. "Great so now _el luchador_ is our leader!" He stated.

Aside from when Robin smacked Kid's head, no one paid attention to the speedster. The Team followed Bane for several minutes, before he led them to a large door. Which he opened after he punched in a code. They soon found themselves in an empty section of the factory, though the sound of items being moved could be heard nearby. Robin stuck his head out and checked the area.

"All clear." He whispered as they dashed through the room in silence. Ducking behind massive canisters for cover. Bane looked around to find Robin nowhere in sight. "Did that little fool already get caught?"

Aqualad sighed and replied. "No he just does that."

"Stay put I'll get the intel and be back before the boy wonder!" Kid Flash dashed at super speed into the facility as Ben called out to him in a loud whisper. "Kid wait!"

"Great chain of command." Bane muttered and despite their dislike of the villain, the heroes couldn't help but agree with him.

But that didn't stop Ben from saying. "Well at least we weren't booted out of our own base of operations." He reminded him causing Bane to growl.

Noticing no guards in the area they walked until they came across a bunch of workers moving crates with fork lifts and stacking boxes. They ducked behind a stack of crates in the far corner and watched the workers do their jobs.

"It's a massive shipment. Bigger than even we anticipated." Aqualad pointed out as there were hundreds more crates that they couldn't see from the cliff.

"Yea but they're only taking new product off the line. Why aren't they touching this Venom?" Superboy mentioned patting the crates of Venom they were currently hiding behind and observing from.

"Guess freshness counts." Ben joked while Bane scoffed and leaned against the wall crossing his arms disinterested with their mission. Now that he was in his factory it was killing him to just watch as they sold metric-tons of his product.

Ben spoke again but this time was more serious. "But my guess is they amped the new Venom that makes the old one look like ibuprofen." He smirked at that last part knowing it would agitate Bane further.

"Helicopter coming in fast." Superboy told them thanks to his super hearing.

"Looks like the buyer's here." Ben said.

**Meanwhile**

In the computer room on the second level of the factory, Robin threw a pellet at the feet of the only cultist in the room the pellet released a cloud of knockout gas. After it dispersed, Robin moved him out of his way, then took his place at his computer.

After a few moments of typing, Robin heard a familiar whooshing sound, and then an equally familiar voice.

"Whatcha got?" Kid Flash asked, eating a protein bar.

"Chemical formulas." Robin said, not looking up, "I'm guessing it involves Venom, but…"

Kid Flash pointed at the formula on the screen with his protein bar. "This one's Venom..." Then Robin brought another one and brought it next to the first. "And this one is… whoa! That's the Blockbuster formula from Cadmus! Mixed correctly Kobra's new juice is three times stronger than Venom... and permanent. But how did Kobra get a hold of Project Blockbuster?" Kid finished.

Robin thought about it for a moment. "Our mystery buyer must be Kobra's supplier too. And they're using the cult to create a Blockbuster Venom super-formula!" Robin reached for his comms. "Robin to Ben we've got…" Robin flinched at the feedback he was suddenly getting. "Static. We're jammed!"

**Meanwhile**

Outside the helicopter landed, and a heavily muscled blond man stepped out; he wore body armor, and his face was concealed by a gray hockey mask. He ignored the rows of cultists that greeted him, instead making his way to Kobra himself.

"Lord Kobra." The man said, nodding his head in greeting.

"Sportsmaster." Kobra said. "The shipment is ready."

Shimmer walked up to holding a small briefcase in hand, inside was eight viles of a blue liquid. "The new Kobra Venom?" Sportsmaster asked picking one out and examining it.

"A complete success." The cult leader said waving to his twelve foot tall massive subordinate known only as Mammoth. "Our mutual friends will not be disappointed."

Sportsmaster nodded. "This is a game changer. Finally, we can go mano-a-mano with the Justice League!"

What none of them knew, was that Miss Martian was hovering above them observing the entire exchange.

"Aqualad sending you a telepathic image of the buyer now." Miss Martian spoke through the mental link before sending the image through to Aqualad.

Kaldur focused as an image appeared in his head, "Sportsmaster!" Aqualad exclaimed. "He is the buyer." He added.

Ben realizing they had what they needed to make the mission a success tried to contact the Mountain. "Yo RT..." Ben started to say but only heard static. "Comms jammed."

"Can't reach the league, Rob, or Kid Flash we need a plan fast!" Ben said looking over to Superboy and Aqualad to help think of a strategy.

"I have one." Bane said before anyone could ask what it was, the villain jumped off of the catwalk, landing on one of the cultists and punching another. If Bane planned on being sneaky he didn't do a good job. Gunfire soon went off, alerting the cultists, as well as the villains outside.

"It's official he's nut's." Ben shouted since their cover was blown. Then he and the other's jumped down to avoid a blast.

Sportsmaster looked at Bane then narrowed his eyes and looked at Kobra "Problem?"

"Never." He turned to his two subordinates, "Make sure we are alone!" He ordered.

Mammoth barged in and he and Superboy were engaged into hand to hand. Though it looked more two children trying to. But they did appear to be evenly matched.

The cultists ignored the two berserk fighters and chose instead to fire on Aqualad and Ben the former spared a glance behind him to see how Bane was going to help. But the masked villain was already gone.

Aqualad made a shield with one of his water bearers and used the other to fire water blasts. A green flash blinded him slightly and he turned to see a magma like creature appear in Ben's place.

"Ler's turn up the Heatblast!" Ben quipped shooting fire at the cultist. Ben launched a bigger fireball which when exploded and took down multiple men.

"Five for one I'm on fire." Ben said with glee as he enjoyed the battle.

As this was going on Sportsmaster looked at the shapeshifting Hero intrigued by him when he noticed several men get flown away by nothing.

He noticed a faint shimmer in the air. He pulled something from his belt, which then extended into a javelin. Which he hurled it at the shimmer, it dodged, but the explosive within the javelin went off, sending the now visible Miss Martian flying.

Ben knew he could handle this but there were a lot of men, and sooner or later someone would get hurt. He wished there two missing teammate's were still here. As if hearing him, the speedster arrived in a blur, kicking one cultist into the other. Kid Flash waved, but then had to duck behind a large container when a group was starting to shoot at him.

Ben knew they needed to regroup but first he needed to be able to contact them to do that. "Miss Martian! Coms are jammed, link us up!" He shouted as he pressed the dial.

"Fourarms!" Ben shouted as he went to help the boy of steel. Ben through a two armed punch to get Mammoth off of him.

As that was going on M'gann focused and established a mental link. "Link established. online? " She said telepathically.

"You know it beautiful." Kid Flash said while Superboy responded with a simple. "Yeah."

"Affirmative." Aqualad said taking down a cultist.

"Good let's the heck out of here and come back with a plan." Ben ordered.

"Little bust now." Robin told them as he was outside the factory. He had just hopped off of the parked helicopter when he heard the sound of footsteps. He turned to see Kobra and Shimmer next to him.

"Batman must be desperate. If he sends his whelp to task me." The Cult leader said.

"What's wrong, Koby?" Robin grinned. "You look disconcerted."

"This is beneath me." Kobra scoffed, then turned to the woman. "Shimmer, take him." He ordered.

Shimmer smirked, then charged, only for Robin to effortlessly flip over her. Robin was readying to attack when he heard Ben's voice in his head. "Robin now!"

Scowling, Robin threw a flash bomb which disoriented both Shimmer and her master long enough for him to disappear.

**Back inside**

"We need to get out of here. Kid clear a path!" Ben ordered.

"Got it." The speedster dashed off, knocking out cultists; one after the other. In a few seconds, the Team had a way out, back through the secret entrance that Bane had shown them.

As soon as Robin joined them they headed for their escape. Ben transformed back to human as they entered.

"The support beams!" Ben shouted and Superboy smashed them which caused the cave to collapse behind them blocking any pursuers. Darkness shrouded the Hero's until Aqualad pulled out a glowstick and snapped it on.

"How could my first mission as leader go so wrong?" Robin asked as he looked at the large rocks blocking the nearest exit.

"Partly because M'gann said you know what back at the cave." Ben said jokingly.

"Sorry." M'gann said feeling a bit guilty.

"But for real." Ben said in a serious tone. "It does look like you're the most experienced but that maybe that's the problem."

Everyone turned to Ben seeing as how he said something that wasn't either a joke or quip. "You and Batman don't need to talk you guys took down so many bad guys for so long it's like second nature for you guy's to know what to do."

Robin looked at him skeptically then asked. "Your point is?"

"This team is still new a new team needs a leader who can communicate. Not just do who his own thing. Trust me I learned that the hard way. And I'm still learning." Ben said.

"Who am I kidding?" Robin said accepting he won't be able to lead. He then turned to Ben and smiled. "You should lead us Ben."

This slightly shocked Ben who didn't expect that. "What?" He gulped.

"You're the only one who can." The bird themed hero insisted.

Wally stepped up and raised his hands in protest. "Please! I can run circles-" He started to say when Robin interrupted. "Wally, c'mon, you know he's the one. We all do." Robin said with a smile, placing his hands on his belt.

Aqualad stepped up and placed a hand on Ben's shoulder. "I am in agreement as well." He stated.

"Hello Megan it's so obvious." M'gann stated slapping her forehead then placing her hand on her hip.

Ben looked at Superboy who put his hands up and said. "I'm not leading."

Wally then sighed. "Yeah I guess you can leader." He said then added. "Can't be any worse then the Boy Blunder." With a smirk.

Ben sighed and shook his head with a smile and said. "Guess I can't get out of this can I. Well as your new leader my first order of business is stopping Olympic dude and King Viper." He told them messing up the villians names. Whether or not it was on purpose they couldn't tell.

"I had the same thought." Robin agreed.

**At the factory**

Sportsmaster exited helicopter he'd arrived in, the aircraft was making an odd noise crackling and not taking off. "Sabotage Robin?"

King Kobra sighed. "Undoubtedly." He turned to Shimmer standing by his side. "Find the problem and fix it." She bowed and moved towards the helicopter.

One cultist with Mammoth following close behind approached Kobra and bowed before speaking. "Lord, should we send search parties after the intruders?"

The King was amused but, only slightly. "Don't be absurd; they'll come to us."

**Back with the team**

"SportsMaster's the supplier/buyer. But, it still doesn't add up; he doesn't have the juice to acquire the Blockbuster formula or to get Kobra to do his dirty work." Robin analyzed his holoscreen as they ran through the tunnel back towards the entrance to the not so secret tunnel.

Kid spoke up as he had to run averagely to keep up with everyone. "Neither of them have the chops to add the Blockbuster formula with Venom, that took some major nerdage."

"I think there's a human expression for this." M'gann said.

Aqualad then answered "I believe it is tip of the...iceberg." He trailed off when he and the other's noticed explosives at the entrance.

At the entrance, Bane stepped forward, his body augmented by Venom, and a detonator in his hand. "Halt,niños. I'm a little feeling… explosive." He quipped.

"Explosive really? Lame." Ben commented in an ignorant tone but that was to distract him. "Kid get ready."

"All jokes aside please give us the story of your so surprising betrayal." Ben requested with clear sarcasm.

"I want my factory back." Bane explained, "So I forced you into a situation where you would either take down my enemies or die trying. Should the latter occur the Justice League would certainly have come to avenge their little sidekicks. And when the smoke cleared, Santa Prisca would be mine once more!"

Bane raised the detonator. "Blowing the tunnel with you inside should have the same effect."

Just as Bane began to move his thumb towards the button. Kid Flash raced by and snatched it out of his hand. "With what?" He asked, leaning against a tree and holding up the detonator. "This trigger thingy?"

Bane tried to rush forward and punch the speedster, but Miss Martian lifted him high into the air with her telekinesis.

"Would you like to do the honor's?" Ben asked Superboy. He cracked his knuckles and walked torward the floating villain. "Finally. Drop him." He requested with a smile.

With a grin, Miss Martian released her hold on Bane, allowing gravity to take its toll on the villain. He dropped face-first, right into Superboy's punch.

**Down at the Factory **

The cultists' hard work was rewarded when the engines of the helicopter began to work again. This time though the helicopter was filled with cases of Kobra venom.

A cultists bowed at Kobra. "The damage has been repaired, exalted One." He said.

Sportsmaster ignored the man and moved toward the helicopter, the Kobra Venom samples in hand. Just before he reached it, however, a blur knocked down two cultists. Kid Flash grinned and waved tauntingly, before speeding off and kicking another cultist.

"Take the shipment!" Kobra shouted to Sportsmaster.

Several more cultists aimed at Kid Flash, but Superboy, who had jumped and landed among them, the impact scattering them. The clone smirked at Mammoth.

"Go again?" He offered. The mutant snarled, then charged before Mammoth reached him a torrent of water created by Aqualad stopped him though. "Sorry not the plan." Superboy said.

The Kryptonian went after Sportsmaster who took out an energy weapon and started to blast Superboy keeping him pinned.

Miss Martian appeared behind the villain but to her surprise he grabbed her and she was used as a living sheild.

While this was going on Robin joined Kid Flash in taking down the cultist. "Bet I can take more down then you." Kid challenged. And soon the two were taking down cultist left and right.

Back with Aqualad who was still using his water bearers to keep Mammoth at bay. He decided to end it so he put his hand through the water and electrified it knocking the beast unconscious.

Kobra observed the battle with an ever deepening scowl. His forces were being decimated bychildren! He glared at Kid Flash, who had tackled a nearby cultist, knocking off the man's mask and grabbing it. "Cool souvenir!" The speedster shouted, before dashing off.

Shimmer moved to chase him, but a bola wrapped itself around her, knocking her down. Kobra turned to see Robin, standing in a ready position.

"I know you hate getting your hands dirty." Robin taunted.

"True." Kobra agreed, before removing his hooded cloak. "But sometimes, even a god must stoop to conquer."

Robin charged and faked a punch to instead bringing his foot up in a devastating kick. Kobra caught the blow with one hand barely even glancing at the Boy Wonder. Kobra dropped his opponent; who easily landed on his feet, then turned the landing into a leg sweep. Which Kobra merely jumped over. Robin tried to kick him again but like before, Kobra caught it. This time, though, Kobra kicked back sending Robin back several feet

"What's wrong, boy?" Kobra asked. "You look disconcerted."

Back at the helicopter Sportsmaster made it inside still holding using the martian as a living shield. "Thanks for the work out kid but I gotta fly." He said as he tossed M'gann at him.

Once he made it to the controls he found it he took off. But suddenly the controls wouldn't work as the helicopter stopped moving the way he wanted it too.

Then it started to turn black with green circuitry and soon he heard a voice. "Sorry. your flight's been cancelled." Ben quipped as Upgrade he took control.

Sportsmaster was shocked by this tried to punch the alien teen but only hit nothing. So rather waste his energy he took some type of rod out and jammed it in the controls which send an electric shock which caused Upgrade to jump out.

Since nobody was now in control of the Helicopter it started to move out of control. Which caused the container's of Kobra venom to fall off and land inside the factory. Which exploded upon impact since the C-4 Bane used was attached to them.

From his tied up position on the cliff, Bane gritted his teeth in frustration as everything he had worked so hard for was destroyed in an instant.

Seeing as how they couldn't regain control both Sportsmaster and Upgrade jumped out of the falling Helicopter as it was heading toward the jungle.

Sportsmaster used a parachute to slow his landing while Ben tried to change form into Stinkfly. But after the green flash he was disappointed. "Really Wildvine when I'm falling. Deja vu." Ben said but still used his vine like arms to slow his descent and swing back to the rest of his team.

Back with Robin who was currently failing in his battle as Kobra had his foot pressing on the boy wonder's chest keeping him on the ground.

"I am plagued by mosquitoes." He said irritated.

"Good because this mosquito is mighty concerted over your pain!" Robin spat out.

With a twist, Robin freed himself, then did backflip toward his teammates, who were gathered together, ready to fight. Kobra considered his options, then backed away into the jungle. "Another time, then." he said, before vanishing into the jungle.

Robin tried to follow him, but the snake like man had disappeared. Shaking off his disappointment, he made his way back to the group.

"We picked the right guy to lead." Robin said to Ben, then gestured to the wreckage nearby. "Automatically makingyou the right guy to explain this mess to Batman." He added then laughed.

Ben gave a shrug. "Can't be that bad." Ben replied picking up a container of Kobra Venom as souvenir.

Mount Justice

"A simple recon mission." Batman growled. "Observe and report only. You will each receive a written evaluation detailing your many mistakes. Until then." He continued.

"Yeah no not gonna happen." Ben interrupted.

The team who had their heads down looked up in surprise at the alien hero. "Excuse me?" Batman said in a threatening tone.

Ben shrugged and said. "Yeah some things went wrong. Ok alot of things." Ben admitted then continued. "But we still did good right? I mean we completed the mission." He told him then paused a bit for it to sink in.

"I mean yeah we need some tweaks but like a great man said. "No plan survives first contact with enemy." So I say mission accomplished." Ben finished with confidence.

"Agreed." Batman said shocking the team even more so. "How you adjust to the unforeseen determines success and how you choose who leads determines character."

Batman then dismissed the team but they just stood there staring at Ben. "We really picked the right guy." Kid said in awe and Robin only nodded.

"Seriously I've seen cold hearted criminals quake in their boots with just glance from the guy." Robin said.

"I too am surprised by his calm demeanor." Aqualad said then asked Ben. "I am curious too how you...keep your cool?"

Ben shrugged. "Eh I've seen worse."

"Is it that giant squid alien dude you told us about? The one who's been after you when you were like ten." Kid asked.

"Vilgax no much much worse." Ben said shivering at the thought.

"Who?" Superboy asked. Even though he appeared like he didn't care he was actually intrigued.

"My mom." Ben answered then walks away leaving a confused team behind.

**Unknown location**

Sportsmaster didn't like to fail. Even if you succeed a thousand times, people always remember one failure. And when people remembered you that meant you had a reputation. In this case, Sportsmaster hoped he can keep his reputation.

Video screens were around him each with a member of the Light Sportsmaster held up a small container filled with blue liquid. "All I was able to save was a single container of Kobra Venom."

_"T_he drug can be reverse-engineered _easily._" One member said.

"I have something else." Sportsmaster said getting there attention. "Hopefully it will keep my rep in tact." He added then tossed what appeared to some broken computer parts on the floor.

_"What use would we have of this?"_ One asked seemingly insulted.

"I heard about some new shapeshifter. Thought it was just another Martian but turns out it wasn't. And he was in this...quite literally." Sportsmaster answered.

Soon a scanner popped out and started to analyze it. One of the members took a look at the results and said. _"Interesting how did you acquire this?"_ He asked.

_Flashback _

After Sportsmaster landed he made it back to the helicopter wreck to see if any Kobra Venom was still there but to his none was.

But he noticed the onboard computer was still sparking. But the electricity was was green. So he ripped out what he could and ran.

_Flashback over_

_"Will this help with our new project?"_ A female voice asked.

After a brief moment of silence there was an answer. _"Why yes. But not as much as the initial data we've obtained. It seems the more direct the source the more knowledge we gain. Although these...leftovers still do help."_

Another spoke up._"For now we must focus on these children the Justice League seems keen on using them to foil out plot."_The figure in the center finally spoke up. _"Once is happenstance t__wice is coincidence. Three times, however is enemy action and enemies of the Light must not stand."_

**I hope you all enjoyed that and like some of the stuff I added. I also did have to steal that fight scene between Robin and Kobra from another story "Unlimited Justice" because I'm so good at describing stuff. Please review thanks.****Oh and Next chapter is not from the show and it will be A Ben and Zatanna pairing in the series. Forgot to put that in the Synopsis.**


	3. Chapter 3

**Hey everyone I'm back I hope you enjoy this chapter. It's not from the show that's why it took so long to write. I would like to thank my coauthor FrozenFlames12 for helping me. I don't own anything and I am not good with DC Geography and American Geography so sorry if some of this stuff is inaccurate. Enjoy. P.S. remember this chapter is all me not from the show. (Unless I accidentally unconsciously copied stuff in which case I am sorry)**

**Mount Justice**

In the cave Kid Flash and Ben were playing video games. Both were had faces of pure concentration trying to get the best the other. "Ha I win." Ben cheered after a few minutes.

"Aw man. Can't beat you, can't beat Rob." Kid Flash complained.

"Hey guy's." Robin said appearing out of nowhere causing the two to jump. This reaction caused the bird themed hero to laugh. "I wasn't even trying that time." He told them in between laughs.

"Batman gotta a mission for us?" Kid asked eagerly and the reply was. "No he just wants to see Ben. Said it was something important and wouldn't tell me."

"Oooo somebody's in trouble." Kid Flash said teasing Ben who just gave a shrug. "I'll be fine. Hey bird boy can you keep beating Kid mouth for me until I get back?" Ben said.

Robin just jumped on the couch and grabbed the controller. "My pleasure. " He answered then the two began to play.

Ben walked over to where the team would meet before being deployed on missions. There he saw Batman, Black Canary and Red Tornado. 'This can't be good.' Ben thought.

"So what's up?" Ben asked but recieved no response. "Am I supposed to guess or what?" He questioned.

Batman then put up a screen showing Ben as different alien forms being caught on Camera in multiple different cities. And have been plastered on social media, magazines, newspapers and etc. "Can I get a copy of that?" Ben asked looking at one picture.

Batman ignoring his request and said. "You're part of a covert ops team." Batman started stressing the word covert before continuing. "You can't draw large attention to yourself like this. Especially if you keep going to multiple locations."

"But I'm a hero helping people and saving the world is kinda the job description." Ben defended himself.

This time Black Canary spoke up. "We're not saying you shouldn't help but just try not attracting so much attention. Because the less people know about you the more valuable it could be."

"Not following." Ben replied confused.

"In simple terms it is all the more vital that the less you are known the better it is for you the Team and _The_ mission." Batman told Ben.

"It's not like I'm saying who I am. Plus nobody can know if I do work with you guy's I mean there have to be like a million other hero's too right." Ben said.

Red Tornado finally interjected his opinion. "He is not incorrect. Statistically at this moment if he were not associated with the team alresdy the likelihood of of him being affiliated with the Justice League would 5.32 percent and being a member would be 0.39 percent." He informed them.

Ben beemed seeing someone defend him. "Thanks RT you're the man." He told him.

"But I am not a man I am a machine." He responded. "Just an expression dude." Ben clarified for him. "But see you can't argue with math." He added.

"However these statistics will likely increase the more you continuously attract the attention of bystander's." Red Tornado told them deflating Ben's hope's a little.

"Even in this universe math still hates me." He grumbled.

Red Tornado then said. "Math does not have emotions therefore it is unable to hate anyone or thing."

"Expression again. Honestly I hope the real me doesn't have to go through this." Ben replied.

Batman then spoke again. "This isn't your home so you need to play by different rules. So for now stay out of trouble." He told him. Any further talking was interrupted when the Dark Knight recieved a transmission and held his hand to his ear. "Be right there." He said.

"We're needed in the watchtower." He told the other two Leaugers then turned to Ben. "Remember what I said." He told him lastly before leaving.

"Finally." Ben sighed each time he talked or in this case lectured by Batman it felt like year's.

"So what'd he want?" A voice behind Ben spoke up. Ben turned to both Kid Flash and Robin. "Let me guess he lectured you on something." Robin said.

"I think he just doesn't like me." Ben said with a shrug. "Anyway let's play some video games. I call winner." He added.

As they were heading toward the couch Ben took out his phone and went through it. Then tapped something and started reading it. Apparently a new smoothie place was opening in a place called Ivy town.

First day Ben got here he had a heart attack when first he heard there was no Sumo Slammers here. And literally passed out when he found out they neither had Mr. Smoothie.

Usually Ben made his own but it wasn't the same. This 'Sam's Smoothies' place however almost reminded him of it. The design and use of color's was nearly the same. "Hey Rob what's the closest Zeta to Ivy Town?" Ben questioned.

"San Francisco I think. Why?" Robin replied a bit confused to why he would want to go there.

"Because there's a change of plans for me dude." Ben said turning around "Later." He waved as headed for the Zeta tube

As he teleported away the two remaining hero's looked at eachother. "Should we be worried?" Kid asked. "Probably." Came the reply.

"Think he's gonna get in trouble?" Wally questioned again. "Probably." Was the answer. "We gonna go after him?" The speedster asked.

"Ben will be fine." Robin shrugged off and the two went back to there game.

**San Francisco**

As Ben stepped out of Zeta teleporter he noticed he was in an alley of some sort. Then turned around to see he came out of a phone booth. "Cliché." He said then took out his phone.

He put the address of the Smoothie place and saw he was about 10 to 15 minutes away from it by car. He took a look around and saw that he was alone. So he activated the Omnitrix and scrolled through until he got the alien he wanted.

"XLR8!" Ben hissed out of habbit once the green flash faded. Even when there was nobody around he sometimes still felt the need to shout out his Aliens name. Ben then began to run a super speeds toward Ivy Town.

**Ivy Town**

Once Ben found a place he could transform without anyone seeing he did. Then looked on his phone to see he was about five minutes away on foot.

Once he saw that he immediately started to walk toward it. As he made a turn though he bumped into someone who was walking at a very quick pace. Whoever they were managed to knock him over.

"Sorry I didn't see you." The person said the voice clearly belonging to that of a girl.

"How could not see me? I was uh..." Ben started saying in a annoyed tone but trailed off when he caught sight of the person. She had long black hair and blue eyes and was wearing a dark red shirt with black pants with a bag on her side.

"Again I am really sorry." She apologized again while helping Ben up. He dusted himself off and gave a reassuring smile. "It's fine. I've taken a lot harder hit's than that believe me." He replied.

"Tough guy huh." She said playfully. "I'm Zatanna by the way." She introduced herself while holding out her hand.

"Ben nice to meet you." He said while her hand. She then looked at his wrist and noticed the Omnitrix. "Interesting watch." She said.

Ben then mentally cursed himself for forgetting to wear something with long sleeves to cover the Omnitrix. "Y-Yeah it's just uh souvenir my grandpa got me in a convention one summer." He lied a bit unconvincingly.

She seemed to buy it though. "Ok well I have to get going." She told him and he gave a nod in agreement. "Nice meeting you." He told her

As Ben passed he though he got a good look at the design of the bag and instantly he remembered it. 'That's Charmcaster's bag! Why does she have it!?' He exclaimed mentally.

As she was walking Ben contemplated on what he should do. Should he call the Team or the League or should he check it out himself. After about a second Ben chose the latter. "Why couldn't this have happened after I got a smoothie?" Ben complained to himself.

Ben turned around and started to follow her. And despite this not being a big city the side walk pretty full of people. Not enough to make you feel cramped but enough to make you lose someone in it. Especially since alot of stores were right next to eachother here.

Zatanna then turned a corner and Ben did the same when he got there. He then saw her walking through a park and into a forest of some kind. Ben quickly made his way over to it but lost track of her.

Ben sighed. 'What do I do now?' He thought then realized nobody would notice him in the woods if he was far enough. So once he got far enough he activated the Omnitrix and slammed the core for the alien he wanted.

In a green flash Ben became Wildmutt his best tracker. He ran through the woods for a while but couldn't pick up any kind of scent. Just as he was about to giver he caught wiff of perfume.

Wildmutt followed the trail and soon enough he found her. He could only see her back but she appeared to be meditating since she was on the ground with her legs crossed and her arms resting on them.

As Ben was trying to go around to get a better look. _Crack!_ He snapped a branch and Zatanna abruptly got up and into a fighting stance.

"_Wohs em erehw yeth rea!"_ She chanted and the bushes Ben was hiding behind suddenly moved away revealing a quite shocked Wildmutt.

Zatanna screamed before shooting what appeared to be a white fireball from her hands. Ben dodged it but she kept it for several more times.

"_Egnach eht sehcnarb otni sgindnib!_ " She chanted again and soon branches began to ensnare Wildmutt causing him to fall over. He quickly broke free of them but was hit by the white fireballs.

Ben reacted and pressed the insignia on his shoulder to change form. Zatanna was blinded by the green flash Ben shouted. "Wildvine!"

As he grabbed one of the grenades on his to throw Zatanna appeared ready to throw another fireball. It was a standoff for a second until she recognized it. "Wait you're one of those new hero's that have been showing up everywhere." She stated lowering her arm.

"Always happy to meet a fan." Ben said with a smile then asked. "Not to pry but why did you attack me?" Then put the grenade back on his back.

"Sorry but you kinda scared me with that uh dog thing." She replied with a chuckle not knowing what to call it.

"A. He's an alien. B. I call him Wildmutt and C. This is Wildvine." Ben informed her then added. "Now why do you have that bag?"

"What?" Zatanna asked with her eyebrow raised in confusion. She then turned to the bag that was by the tree.

"That magic bag you have over there." Wildvine stated gesturing toward it.

"It's not for sale and it's just a bag." She stated but Ben knew she was lying.

"So it's not some type of mystical magic bag of tricks with spells and potions and weird rock statues?" Ben asked with sarcasm.

"How'd you even-?" Zatanna started to ask but was interrupted by the alien hero. "It's from my universe and the person who used it was evil."

Zatanna was very surprised to hear that he was from another universe. "Wait so you think I'm gonna use it to hurt people?" She asked incredulously.

Ben thought for a second then shrugged. "To be honest I have no idea. The person who usually has it attacked me on multiple occasions."

Zatanna then replied. "Well I'm not I've been doing magic before I found the bag and new powers. And I plan on helping people with them. Once I figure out how to use them."

Ben then got closer as if examining her. Zatanna took a step back as the alien teen contemplated. "Well good enough for me." Ben said with a smile.

"Wait! Who are you?" Zatanna asked him as he was about to leave.

"Sorry I can't tell you Zatanna." Ben told her.

Zatanna sighed then realized that she didn't introduce herself to him. "Wait how do you know my name?" She questioned.

"Oh uh...Hero's intuition." Ben lied but she gave him a look that said. 'Really?' Then she took a closer look at the insignia and she instantly recognized it. "Ben!" She stated surprised once again.

Wildvine sighed then pressed the Omnitrix turning himself back to Ben. "Yup it's me." He admitted sheepishly while scratching the back of his head sheepishly.

"Great I have a stalker." Zatanna muttered in slight annoyance.

"Hey I was doing hero work." Ben defended then asked. "Now how did you get that? The only way you could is if you were in my universe."

Zatanna then realized what he said. "You're from anothet universe?" She asked.

Ben then gave her smug. "Yeah I know I'm pretty awesome." He said full of himself then realized he got sidetracked. "Answer the question."

Zatanna took a deep breath and began explaining. "Well it happened about a week or two ago. I was here just practicing my magic when this weird portal just appeared out of nowhere and this thing came out. Then I somehow got these weird new powers." She told him while holding up a white fireball to prove her point.

"I know you think I'm lying or I'm crazy right." She sighed seeing the blank look on his face.

"Actually that's how I ended up here." Ben told her. "And I'm pretty sure that those new powers you have are magic." He added.

"Really?" She asked looking at her hands with curiosity.

Ben nodded then replied. "Oh yeah my dweeb of a cousin has a liabrary full of spellbooks and magic stuff."

"Where is she? Maybe she can help." Zatanna asked hopefully.

Ben laughed nervously and told her. "Yeah funny story. Only I got transported and I don't know how to open it again or why it even opened in the first place."

"Great." Zatanna sighed in defeat. Now she doesn't have anyone to help her.

"Can't you read something from those spellbooks in there?" Ben questioned since that's what Gwen always did.

"I tried but I can't understand what they do or use must of this weird stuff." Zatanna said then grabbed the bag and pulled out a small stone statue. "What is this?"

Ben quickly snatched it. "Careful! These hit the ground they're like giant mindless guerilla's that wanna kill me." He informed her in a panic.

"How do you know more about this stuff then me?" Zatanna asked Ben. "The lady who usually has this used these things on me for years." He responded sounding annoyed by it.

A lightbulb just went off in Zatanna's head she may not get an a teacher but she can get the next best thing. "Maybe you can tell me some of the spells?" She asked the hope almost radiating off her.

"Sorry." Ben said. "Half the time I didn't pay attention to her and when I did it sounded like jibberish to me."

"So if you're from another dimension what's it like?" Zatanna questioned seeing as how they couldn't figure out how to use the spells.

"Kinda the same but still pretty different. No Justice League and I'm pretty sure I'm the only other hero." He told her.

"Hey maybe I can still help you out." Ben told her reassuringly.

"Why would you wanna help me? We barely know eachother." She stated obviously.

"Then allow me to introduce myself." Ben said as he held out his hand. "I'm Ben Tennyson the awesomest shapeshifting alien superhero from another dimension. Now leader of a covert ops team. Although I probably shouldn't have said that last part." He said making Zatanna laugh a little.

Zatanna then shook it and replied. "Zatanna Zatara magician in training." She replied.

"You should've introduced yourself as a 'Mistress of Magic' or 'Sorceress Supreme' but whatever." Ben suggested making her smile.

Ben then realized something hearing her last name. "Wait are you related to that top hat guy?" Ben asked and she giggled. "Yeah Zatara's my dad."

"Really?" Ben questioned and she nodded. "Great now we know eachother." He stated then looked at the bag and a spell book came out.

"Well that happened." He said then picked it up then started flipping through the pages. "I thought you didn't know how to read it?" Zatanna asked confused by his actions.

"Maybe but let's see if any if these sound or look familiar." He told her.

"There has to be like a million different spells the odds of you finding one that way are like-." She started to say until she was interrupted when. "Found one!" Ben cheered in success.

"That was fast." The magician said impressed by his luck.

"Just a catch I can't remember what it does." He informed her.

"Well let's test it out then." She said figuring it couldn't be bad. She took the book and Ben pointed to the words. "Abeo Exorior." She said unsure but nothing happened.

"Try being more confident when saying it. Like that spell with the brances." Ben suggested. "Will that work?" Zatanna questioned.

"I know it helps me when I start losing." He told her.

Zatanna took a deep breath then tried it again. "_Abeo Exorior! _" She chanted this time with much more confidence and her eyes glowed white. What happened next was she and Ben were surrounded in a white light.

Then almost instantly they teleportated serval feet in the air. Ben being below her hit the ground first on his back then Zatanna landed on top of him

"I think I remember what it does now." Ben groaned. "Sorry." Zatanna said and lifted herself a bit and soon their faces were inches apart. Both blushed and Zatanna quickly got up and looked away a bit embarrassed.

"Sorry about that again. I messed up pretty bad there." She said still not making eye contact.

"It's fine stuff like that happens. But hey at least you know what it does. All you need is some practice." Ben reassured her.

"Thanks does stuff like this happen to you alot?" She asked the interdimensional hero.

Ben laughed at this which confused her until he said. "Almost all the time. Especially when I get a new alien. First time I tried to use Cannonbolt I was on my back like a turtle." He told her waving his hands for emphasis.

She laughed at that comment picturing it in her head. "That's that yellow guy who rolls into a ball right?" She asked for conformation and Ben nodded in reply.

"I guess you're right at least it can't get any worse." She said in a joking tone which caused Ben's face to pale.

"Never say that." He groaned like when M'gann said it on their last mission while slapping his forehead. "Why?" She asked with general confusion.

Then as if the Universe heard them a black and red portal opened up. "That's why!" Ben exclaimed just before some pulse came out of it.

Reacting on instinct Zatanna tried sheild herself by raising her arms as did Ben. But unlike him her hands glowed an a white barrier protected them from the pulse that was coming at them. Unknown to them though it was spreading but how far only time would tell.

After a while of keeping their eyes shut both peeked out noticing how no harm came to them. That's when they both noticed the square barrier protecting them and that Zatanna's hands were glowing white and it seemed like they were on fire. Only it didn't hurt.

"That's new." Zatanna commented as the square barrier and the glow from her hands faded. Ben turned to her and said. "And that is why you don't say that." He told her and she nodded in response.

"And it doesn't look like it's over." He added seeing the portal was still open then something came zooming out at super high speeds.

Once it stopped though they could tell it was a man who came out. The outfit almost reminded Ben of Wally's uniform even the goggles but he could tell something wasn't right. The groan that eminated from the unknown figure only confirmed Ben's theory.

"Professor Zoom I presume." Ben quipped then added. "Or do you prefer Reverse Flash?" Ben asked knowing the latter was used more than the former.

"Reverse Flash as in Flash's greatest rival?!" Zatanna exclaimed in alarm. She thought she wouldn't have to deal with big time super villains until she had more training at the very least.

"Where am I?!" The evil speedster asked in alarm looking arounf frantically. "This isn't the right timeline!" He exclaimed not paying attention to the other two.

After a moment though he turned to the two teenagers. "Ben Tennyson Earth's greatest Hero and Zatanna the Sorceress Supreme." He stated.

"Guess I'm famous in the future here too." Ben said smugly while Zatanna tilted her head in confusion. "Sorceress Supreme?" She said.

"Guess it did catch on." Ben joked and even with the dangerous tension Zatanna couldn't help but smile.

"It appears I didn't travel far enough. Something tripped me up." He said then added. "Doesn't matter." Then started to run around in circles.

"What is he doing?" Ben asked then it was Zatanna's turn to lighten the mood. "Chasing his tail." She answered and Ben laughed at that.

The evil speedster soon stopped and examined himself. "Something's wrong. I'm not as fast as I should be." He said then turned to the duo. "What have you done to me?" He asked with anger.

The two looked at him then at each other in confusion. "Um not really sure what you're talking about dude. Can ya fill us in." Ben replied.

The time traveler then began to explain what happened before he arrived. "While I was in the speed force I felt something different. At first I thought it was nothing so I kept running." He started to say then paused.

"Then I started to...shall we say falter." He added.

_Flashback_ (Just before Thawne arrived)

_He and the Flash were running through the speed force. Thawne was attempting to go back in time to try and turn the future in his favor._

_As he was running he noticed Flash getting closer so he tried running faster but that did not help the situation. If anything the Scarlet Speedster just kept gaining on him._

_He then saw a portal and without thinking ran into it. Normally he would think twice but seeing how as time didn't seem to be on his side as usual he tried his luck. But as he pushed himself he tripped and fell in but fortunately for him it closed before Flash could follow._

_Flashback over_

"And now I'm here." He finished then asked. "So I'll ask again what did you do to me?"

"How would you know if it was us anyway?" Ben questioned.

Professor Zoom then growled. "There are only a few things that can take away my speed and even fewer without me knowing." He told then paused once again. "One of those being magic." He added with malice in his tone while looking at the magician in training.

"W-Well I did use a spell but-." Zatanna started to say but never finished as the yellow speedster ran up to her and grabbed her by the throat. "Fix it!" He shouted while vibrating his vocal cords making his voice sound even more intimidating.

"I don't know how." Zatanna chocked out with difficulty. Thawne then vibrated his hand and was ready to thrust it into her chest killing her until a bright green flash stopped him.

Before either of them could look a blue and black blur tackled Reverse Flash away from Zatanna. When he recovered Thawne saw that Ben had changed into the Alien Ben called XLR8. "Love to stay and chat but we gotta run." Ben said keeping the visor down.

Ben then grabbed Zatanna bridal style. This surprised the magician who blushed as Ben took off at high speeds.

Thawne got up and pulled out some type of device. "Gideon analysis." He ordered normally he would just run after the two of them but he wanted to get a clear picture of what was going on.

"_Of course._" A women's voice answered.

**With Ben and Zatanna**

Ben ran toward San Francisco as fast as he could. He then stopped by the freeway and looked around in all directions. "He's not following us." Ben stated.

"That's good." Zatanna said then cleared her throat to get his attention. "Can you uh put me down now please." She requested. "Oops sorry my bad." Ben said a bit flustered.

"It's fine hero's save lives right." She said as she stepped on the ground.

"That and we kick bad guy butt and look awesome doing it." Ben said punching the air then added. "But yeah mostly the saving lives thing."

"We should call the League or somebody shouldn't we." Zatanna said and Ben replied. "Yeah just give me a second to change." Then pressed the dial and in another flash became Ben.

"Ben 10 to the...the uh...Cave." Ben said not sure if they have an official name for their base at Mount Justice while fiddling with the Omnitrix. Earlier he had installed a communication device in it as Greymatter.

After a few seconds Ben tried again. "Hey anyone there?" Ben asked still fiddling with the device. "Something's wrong they're not answering." Ben said after no response came still.

"Let me try calling my dad." Zatanna said then took out her phone. She tried to unlock it but it seemed frozen. "This is weird look." She said then showed her phone to Ben.

"What am I looking at exactly?" Ben questioned just seeing the clock. "I have a world clock it has the hours, minutes and seconds." Zatanna told him.

Ben then took a glance at the seconds and noticed it stayed the same. Sixteen hours, 17 minutes and 28 seconds. "Okay that is weird." He said then looked up and noticed anothet strange phenomena.

"Am I hallucinating or are those birds frozen in mid air?" He questioned while pointing out three birds that indeed appeared frozen in mid flight.

Zatanna then took out a quarter and tried to drop it. But it stayed suspended in mid air frozen. "What's going on?" Zatanna asked worried as the two looked at the quarter.

"I'll tell you what's going on." A new voice came in and the duo turned to see Thawne standing several feet from them. "Time has come to standstill." He told them.

"This is-." Zatanna and Ben started to say at the same time. "Terrible!/So Cool!" They shouted. Before Zatanna could question Ben on his comment Thawne spoke up.

"There is a solution." He told them. "Great what is it?" Ben asked.

"She has to be taken out of the equation." Came the replay.

The two looked at him with wide eyed and before either of them could speak the time traveler did. "She's the cause then removing her is the key. Time will be restored and I can move on."

Zatanna was horrified by that statement. 'How could I stop time?' She thought to herself while looking down at her hands which were shaking.

"Yeah sorry not gonna happen dude." Ben said with defiance.

"We need to restore time or who knows what will happen. Professor Zoom replied then vibrated his hand. "We're running out of time."

"With me-." Ben started to say while activating the Omnitrix. "It's always Hero Time!" He finished then slammed the core. Then once the green flash died down Ben shouted. "Fourarms!" But the voice was different and Ben took notice.

"Wait what?" He questioned confused look to see that he now had more wolf like features. "What this giy again!" Ben stated in annoyance.

"Blitzwolfer I take it you didn't choose him on purpose." Reverse Flash said slightly amused at Ben's luck.

"Blitzwolfer. Not a bad name." Ben said smirking at that then Professor Zoom ran at the alien hero and delivering several high speed punches. On the last punch he sent Ben a couple of yards back.

Thawne then vibrated his hand making it a blur. "I'll make it quick." He said trying to offer some comfort to the magician who just stood there.

As he was getting closer Ben recovered and Blitzwolfer split his snout into four and let out a sonic howl sending the speedster flying. Ben then transformed back into XLR8 and ran over to Zatanna. "We gotta move." He told her then picked her up bridal style and ran toward San Francisco.

**A Few minutes **

Ben then stopped on a random street and put Zatanna down. "It feels like were in a picture." Ben said amused at as people around him were in frozen in positions that would be hard or impossible to maintain under normal circumstances.

"How are you so calm about thise?" Zatanna finally spoke. "I mean one of the like main forces of the universe is broken plus we're facing one of the biggest villains ever and you're smiling!" She screamed.

"Okay first of all you need to take it easy." Ben said trying to calm her down but to no avail. "Did you not hear what I or Reverse Flash just said? Time is frozen! I froze time!" She shouted in panic.

Ben then finally got a serious look on his face. "Panicking is not going to help the situation. And for all we know he froze it so he could kill Flash or something." He told her in a stern tone.

"So what do we do?" Zatanna asked as he she started to breathe rapidly. She was so scared since she thought she wouldn't fight someone like this for years to come. Now here she was not even close to finishing her sorceress training or even the slightest idea about her new powers.

"First take a deep breath before you pass out." Ben ordered and she did just that. Which did calm her nerves a bit.

"What's second?" Zatanna asked once she regained control of her breathing and thinking Ben had concocted some type of plan by his calm composure throughout the situation.

"Apart from kicking his butt I got nothing." Ben sighed. "That's too bad." Thawne said as he appeared behind them. Without uttering a word Ben ran at him full speed.

Even with his speed drained the time traveler was able to step out of the way fairly easily. But unfortunately Ben saw that coming so he spun around and hit him with his tail sending him to hit the side of a car then the ground.

"Tails I win." Ben quipped proud that he made a good move in the speedster's own game.

Surprisingly the speedster simply got up and dusted himself off and with a smirk he said. "Not bad. But I'm better."

XLR8 put his visor down and the two got in running positions. "Then let's speed thing's up shall we." Ben replied.

Zatanna watched as the two stayed in their spot's for what seemed like forever. And under the circumstances they technically were. Ben was the first to start running and Thawne quickly followed.

Zatanna just stood there and sighed. So far Ben had been doing all the work and all she had done was be the damsel in distress. "_Gnirb em eht cigam gab._" She chanted.

Then in a puff of smoke the bag she had left in the woods came back. She took out the spell book and proceeded to try and read it. Hopefully she might find something to help.

As she did though she noticed some of the words were familiar to her as she randomly flipped through pages.

**With Ben and Thawne**

The two had been chasing eachother throughout the city. While the actual speedster was still faster. The alien hero was able to maneuver himself better so he stayed out of range from Thawne.

Soon Ben made a U turn and charged at Reverse Flash. When the two were about to meet Thawne was ready to punch him. But like before Ben spun clockwise right to use his tail but this time he aimed higher.

But the time traveler remembering this ducked his head and thought he avoided the attack. But Ben back kicked him in his gut with his right foot.

"You wanted to be the Reverse of the Flash guess being a loser is the way to go about it huh." Ben taunted.

The response was a growl as Thawne spun both of his arms around to create two tornado's at Ben. These sent him flying and hit a wall crack it and fell face down on the ground.

Ben groaned as Professor Zoom came closer. "Guess you got the wind knocked out of you." He quipped with a smirk then groaned. "Now I'm doing it." He said referring to all of Ben's pun's and quips.

Before anything further happened the two heard. "_Elota Objecta!__" _Then a blast of white energy hit the speedster causing him to be pushed back. Surprisingly though he kept his footing.

"Mind if I join in?" Zatanna asked rhetorically with a smirk as her right hand was still glowing white. She had also changed her clothes so that it looked like a magician's outfit. And the bag was attached to her side.

Thawne didn't reply instead he ran at her at the fastest speed he could run. Zatanna tried to stop him by throwing her white fireballs but he simply ran around them and when he was close enough he covered her mouth. This action prevented Zatanna from using any spells as she tried desperately to free herself.

"This ends now!" He said but before he could do anything he was hit by a blast of green slime. This caused him to release Zatanna who gasped for air after having it nearly cut off.

She then saw Ben who had transformed into Stinkfly without them noticing. "Need a lift?" He asked jokingly then she got on top of him and he proceeded to fly away.

Zatanna glanced back to see Thawne was still struggling to get out of the green slime he was trapped in. "Shouldn't we stop him?" Zatanna asked wondering why he was taking them away from the fight.

"I'm trying to take us away from the people so they don't get hurt or something." Ben told her which seemed like a good reason but she had to say. "But you took us here."

"Yeah I only just realized that was stupid." Ben admitted before Zatanna could continue she covered her nostrils finally noticing the smell. "What is that? Did we fly over garbage dump?" She asked.

"I didn't name him Stinkfly because he smells like a basket of roses." Ben informed her.

Before they could continue Ben turned two of his eyes to see that Professor Zoom was free and coming fast. "Going up." Ben said he flew higher to try and avoid the time traveler.

But he anticipated this so he ran up the tall buildings using his speed to jump off them to try and hit Ben. He merely moved out of the way. "Swing and a miss." Ben said.

This went on for a little while until in mid air Reverse Flash created another tornado with his hand again. It didn't have as much force as the first one but it was able to throw Ben onto the side of a building. Ben was able to angle himself so that he took the full brunt it to protect his passenger.

"_Etativel su nwod!_ " Zatanna chanted and soon they slowed down to a pace leaves would normally.

Once they landed top of another tall building Zatanna rushed ovet to Stinkfly and as she did she heard the beeping of the Omnitrix timing out. And in a red flash Ben was back into human. "Are you okay?" She asked worryingly as she kneeled down to inspect.

"Did you catch the number on that bulldozer?" Ben questioned deliriously before passing out. Zatanna released a breath she had been holding in relief now that he is okay.

"How unfortunate." She heard and saw the speedster standing there with a smug look on his face. "You've lost your only defense." He continued.

"I don't need protecting!" Zatanna said defiantly as she stood up her hands once again glowing in a white flame.

"You're hands say otherwise." Thawne pointed out gesturing toward her arms. She looked down and saw that they were indeed shaking.

She didn't focus too much on it though instead opting to start hurling projectiles at the speedster. One after another she threw but he easily dodged all of them.

"You know...I was gonna...make it quick...but since you've...made me go...through...all...of this...trouble...I'll drag it out." He told her in between dodging.

After he dodged the next one he started to run in all different directions. Zatanna tried to figure out where to aim. But then she felt something hit her side. She then felt a barrage of hits and blows all around her body.

Even though it was only for a few seconds it felt like forever. When Thawne stopped she was bruised and battered. She groaned as she kneeled down from the pain.

"Time to finish this." He said then readied his hand to finish her off. In a panic Zatanna covered her face to hopefully block it. But what happened was a force field was created around her. And like before her hands were glowing.

Unfortunately for the speedster his attack was already in motion. And when he hit the barrier it still held much to his surprise. He then growled at this annoyance and began punching it rapidly.

Soon it began to crack and Zatanna started to panic again. 'If only Ben were here. What would he do?' She thought. Then she thought about how Ben fought him.

He wasn't scared for a second. It was as if he was sure he could beat him and he nearly did. So she took a deep breath and closed her eyes.

And when she opened them she had a look of determination. "Elota Objecta!" She chanted the spell again breaking the force field and hitting her opponent.

She then got up and her hands were on glowing in a white fire once again. But it was bigger like the size of a soccer ball. "What's the matter speedy was I too fast for ya?" She taunted with confident smirk.

Unlike Ben's taunt's this one was toward his speed and Thawne prided himself on being fast so it affected him more.

He then ran in all directions again but unlike the last time he didn't attack right away. Zatanna most likely thought he was taunting her so she didn't take the bait.

Once again she closed her eyes and began to concentrate. When she opened them they were glowing pure white.

As Professor Zoom was about to make a turn toward her Zatanna launched a fire ball at him again. But this time it hit it's mark knocking him down.

"My father said you always talked about being the opposite of Flash." Zatanna started to say her voice sounding deeper with a smile then added. "I guess he meant you were slow." She finished off angering the time traveler.

Thawne charged and Zatanna attacked. He avoided the projectile but didn't see a second one Zatanna threw his way. This one hit him and again was knocked out. As he recovered Zatanna threw another fireball and again hit him.

"Strike three and you're out." Zatanna said walking colser ready to attack. Thawne got to his feet. "I'm impressed." He admitted then created two tornado's from his hands again since so far it has been one of his most effective technique.

Zatanna lifted one arm to create a square white barrier to protect herself from his attack. "If you think that was impressive then the next move is gonna _blow_ you away." She told him barely even trying to keep up the shield.

"_Tur-bo__!_ " She chanted as the shield dropped and she created a tornado of her own. This one of course was white and it overpowered Thawne's attack easily and rapidly. He himself was blown off the roof.

Zatanna smiled at her victory then the white from her eye's disappeared and reverted back to their original blue. "Woah." She said surprised at what she just accomplished.

"Ben!" She exclaimed almost forgetting about him. She turned around to seem Thawne holding Ben up with his hand in his chest where his heart would be.

"If I stop my hand for even a fraction of a second he dies." Reverse Flash told her as Zatanna was ready to attack.

"You win." She yielded not wanting Ben to get killed for her. "Just don't hurt him." She requested.

Professor Zoom removed his hand from Ben and releasef Ben from his grip. "How predictable." He said walking toward her then added. "I suppose you want me to make it quick."

"I don't care." Zatanna admitted then got down to her knees and hung her head in an almost ceremonial position. "Just don't hurt him." She added.

"Aw how sweet." The time traveler said readying his attack.

Ben who started regaining consciousness saw this and immediately activated the Omnitrix and slammed the core not even bothering to choose an alien.

The green flash caught the attention of the speedster he turned around to see Ben turn into a blue lizard alien. "Arcticiguana!" Ben shouted then shot a blast of ice at him.

The time traveling villain dodged it. But not before it grazed it's shoulder leaving a small sheet of ice on it. Ben kept blasting and Thawne kept dodging. Zatanna then decided to step in.

"_Ekam mih pirt dna llaf!_ " She chanted and suddenly the time traveling tripped on his two legs. This gave Ben a clear shot and soon Thawne was frozen in a block of ice. "Guess he finally chilled out." He quipped then went over to Zatanna. "You alright?" Ben asked worried.

"I'm...fine actually." Zatanna replied looking over herself. The pain she felt before almost completely subsided from earlier. Did that power boost heal her? She wondered.

Their conversation was cut short when they heard cracking. They turned to see that their trapped opponent suddenly free himself.

But before anyone could attack a large pink transparent wall appeared separating them. It was almost like Zatanna's but seemed alot stronger.

Ben shot ice at the barrier but it had no effect. "That's pretty cool." He said then laughed at his own pun. Zatanna merely smiled. But then they heard. "Good one."

They turned to see a women floating in the air. She appeared to have violent skin and pink energy like hair. "Now what do we have have here?" She questioned in a carefree tone as she floated toward then.

"Reverse Flash." She listed unimpressed then turned toward Zatanna and her face beamed with excitement. "A magic user of this universe how delightful." She said with excitement while grabbing Zatanna's hands.

"Um thanks." Zatanna said a bit nervously not knowing how to respond. The being then examoned the magician closely and her smile widened. "And you have the spark! How magnificent. That is quite rare here." She said with enthusiasm.

"Spark?" Zatanna questioned and before she could receive a reply Ben spoke up. "Hey lady not to be rude but who are you?"

The energy being dropped Zatanna's hands and floated torward Ben. She put her right hand on her chin trying to figure something out. "Well I'll start. I'm Ben-" The alien hero begun but was interrupted.

"Benjamin Kirby Tennyson what are you doing in this dimension?" She asked in a strict tone as she pressed the Omnitrix insignia on Arcticiguana's chest turning him back to Ben.

"How'd you do that?!" Ben asked shocked then added. "And how do you know my name?"

"You're middle name is Kirby?" Zatanna asked giggling while Ben groaned.

"One second let's get him home before he starts to monologue you know how that is." The women said and Ben couldn't help but agree opening a portal then snapped her fingers and Thawne was covered in a pink light briefly.

"There your speed is back. Now run along." She ordered and surprisingly he complied without hesitation. Self preservation is a strong influence.

"Now who are you?" Ben asked.

The response was what Ben had least expected. "I'm your grandmother Verdona." She said and Ben's jaw dropped.

Before Ben could say or explain anything the woman named Verdona looked over Ben and her eyes briefly glowed pink. "You're not the real Ben are you." She said.

"How'd you-?" Ben asked and was interrupted. "Magic like that is baby stuff really." She replied.

"You can do magic." Zatanna exclaimed with excitement. "Why yes dear."

"Hold it can we start from the beginning please." Ben requested. "Like how are you my grandma? What happened with time and what is going on?" He listed.

Verdona sighed and said. "Good thing time has stopped because this might take a while."

"Now-" Verdona started to say then snapped her fingers and in a pink flash a table set for three appeared with pancakes on it (I love pancakes sue me). "Who's hungry?" She finished. The two eagerly sat down and ate as Verdona began to explain.

**A while later**

The three gad finished their meals and Verdona explained her story of how she met Max and that she was an anodite. And Ben told her of how he got into this universe.

"Now I have a question what happened exactly to cause time to stop?" She asked the two who both shrugged.

"Beats me Zatanna was practicing a spell when that weird portal opened." Ben said.

"Can you show me were?" Verdona requested and the three got up. "Allow me." Zatanna said and chanted. "Abeo Exorior! " Zatanna chanted but nothing happened.

Verdona laughed which felt kinda insulting. "You still need to practice missy and even more important experience." Verdona said then realized something. "I'm sorry I never caught your name. What is it?" She asked.

"Oh it's Zatanna Zatanna Zatara." Was the reply.

"Oh are you Ben's girlfriend?" Verdona asked excitedly.

"We're just friends!" The two said at the same time with both of their cheeks flushed.

"Uh huh sure." Verdona said unconvinced then added. "I think I know where to go but first." She then repaired the damage that the eariler fight had caused.

"Now this way." She said then the two were transported back to the forest where it started.

Verdona waved her hand through the air and tried seemed to analyze what happened. But to Ben and Zatanna they couldn't tell.

"Seems magic was used to open the portal and stop time but nothing has happened." Verdona said a bit confused.

"So was it my fault?" Zatanna questioned.

"Oh of course not. Stopping time is a highly skilled ability. Even some of the best mages have trouble with that." Verdona confirmed.

Verdona then said a series of incantations and sent out an energy pulse like the one before which stopped time. "There we go problem solved." She said wiping her hands.

Zatanna checked her phone again and saw the seconds on her world clock were changing again.

"Now just a few things to take care of." Verdona said then took Charmcaster's bag that was attached to Zatanna's side. "Hey." She complained.

"I'm sorry this doesn't belong here." Verdona told her then smiled and said. "Besides this one is better." Then snapped her fingers and a black satchel bag appeared on Zatanna. "This one is has books you'll be able to read two so you won't have to go through trial and error."

"Thank you so much." Zatanna said beaming with happiness.

"Now Ben hold out your wrist." Verdona requested and Ben complied. Her finger glowed and she pressed the insignia. There was a small brief flash but nothing seemed different.

Ben was about to ask when Verdona said. "Now you can call me if you need help or just wanna talk. I know I wasn't and can't be there for your family in your universe at least not yet. But I hope I can be here for you now."

"Really thanks." Ben said then asked. "Any chance I got some new aliens?" He asked and Verdona chuckled. "You'll just have to wait and see." She replied.

"Now I must get going." Verdona said the created a portal and started stepping into before turning back. "Goodbye you two and Zatanna keep Ben out of trouble." She said.

"I'll try." Zatanna said waving. "Bye grandma." Ben said waving as well and Verdona was gone and the portal closed.

Zatanna looked at the clock again and sighed. "It's not even four thirty and I am exhausted." She admitted. "Me too." Ben said.

"Now what?" Zatanna asked not sure what to do now that this ordeal was over. Ben smiled as he had an idea. "Thirsty?" He questioned.

**Later at Sam's Smoothies**

Ben and Zatanna were sitting in a booth drinking their respective smoothies while Ben told her stories about his adventures. Since her father didn't allow her to do any 'Hero Work' she was content listening.

At the moment Ben was tell her about the first time he fought Vilgax. "So after I took down all of his robots he shows up in this spiky ball and steps out."

"Let me guess you mopped the floor with him." She said interrupting drinking her smoothie. "Not at first I got sent through a couple of buildings." Ben admitted with a light chuckle.

Zatanna giggled at this and Ben continued. "I melted the pavement to slow him down and worked it was like watching a squid trying to stand. Although technically that's what it was." Ben said as he thought over the last part of what he said.

Ben then continued and Zatanna was on the edge of her seat want to know more. "Then I blasted him with my Grandpa's giant ray gun then jumped off his ship before it exploded." Ben finished the story as well as his fourth smoothie.

Zatanna who was on het second smoothie finished as well. "Man you have the craziest adventures." She said then looked at the wall clock and saw it was almost eight o'clock. "Oh it's getting late."

Ben looked at it too and sighed. "Yeah and the time difference means it's like three hours a head back at the...the. Man we really need a name for that place." Ben said makinh Zatanna smile.

As the paid and walked out Zatanna spoke. "Seriously how do remember all of those things you did?" Zatanna questioned since in some part he went in detail.

"Guess it's cause I usually get a souvenir or something." Ben replied then realized. "I forgot a souvenir aw man." He said bummed out.

"Here take this." Zatanna said then held up Thawne's goggles and Ben took them. "I knocked them off him during the fight. My father will probably be suspicious if he saw these so keep it safe for me." She requested.

"Gee thanks." Ben replied looking at them and put them in his pocket. "And one more thing." Zatanna said then held out her hand. "Can I borrow your phone though?" She asked.

Ben complied and handed it to her after unlocking it. She tapped her phone on his before returning his back to him. Ben saw that her contact information had been added in. (Flash Season 1 episode 12)

He smiled then recieved a text from her. "_I lied there's one more thing._" It read but before he could do anything Zatanna kissed him on the cheek. "Let's stay in touch okay." She said then left and Ben didn't say a word.

He merely stood there for a few minutes then proceeded to head back to the Cave via San Francisco Zeta.

**Cave**

In the Cave Robin and Wally were playing playing air hockey when the computer announced. "_Omnitrix__. B10_." Then Ben came out. Ben had requested to be called 'Ben 10' but Batman said that wasn't a good field name.

"Seriously B10 is just lame." Wally commented. Normally this would start some banter between the two hero's but Ben gave no reply. Just kept a smile and shrugged.

"Someone had a good day." Robin guessed and Ben's reply was. "You have no idea."

"What could you have done? You haven't been blasted on the news today." Wally questioned.

Ben shrugged again and said. "Maybe I'll tell you one day. In due _time_." Then headed toward his room of the cave.

"Why do I get the feeling that was pun?" Wally asked confused and the bird themed hero took advantage of this and scored the winning point. "I win." He cheered.

"Hey that doesn't count I was distracted." The red head complained forgetting about what he had just said.

As Ben entered his room he put away the goggles Zatanna had given him in a drawer. He then felt his phone vibrate in his pocket so he took it out.

It was a text from Zatanna that read. "_Wanna meet tomorrow in the woods again? I need help with these spells._" With a smiley face on it.

"_Sure what time?_ " Ben responded and her reply was. "_Noon here which is three there. Is that good?_ "

"_Definitely. Goodnight._" He told her and the reply was. "_Goodnight._"

Ben put his phone down then proceeded to go to Bed. Exhaustion catching up with him since he and Zatanna departed.

**Unknown location**

In a room five screens were present as a boy wearing black who had a cat with him held out an orb. "I assume the plan was successful Klarion?" One questioned.

"Like a charm. I loved the show I still can't stop watching it." The boy replied hold up the orb higher which replayed the battle between Ben and Zatanna against Professor Zoom.

"Here's my favorite part." Klarion said replayed Zatanna beating the future speedster. "Ha Ha I can watch this all day." He exclaimed.

The cat then meowed as if it was trying to speak because Klarion seemed to understand him. "I'm getting to that Teekl."

"What is it?" Another questioned.

"Apparently this little experiment of ours attracted the attention of an Anodite." The witch boy informed them.

"I thought they weren't a threat here?" A different voice spoke up.

"They aren't my guess this one has some type of affiliation with Mister Tennyson." Another said.

"She didn't detect me or look really. Just reversed everything and took off. So I couldn't get everything." Klarion said.

"That is quite alright for now our priority it to remain hidden from the League. Until the time areives we must conceal our light." A final voice concluded.

**I hope you all enjoyed this. It took alight of thinking. Sorry if this seems unrealistic but I wanted to do something really original. Sorry if you don't like how I changed Zatanna's look I guess I thought it wasn't right or whatever. I hope you liked I added Versona since she was barely used in the series. She won't appear every episode but she will come in every now and then. Also I hope you liked the fight scene and Zatanna additional powers. If you have any thoughts don't hesitate to comment or PM me.**


	4. Chapter 4

**Hey everyone I'm back I hope you enjoy this chapter. This one will be mostly like the show but I did change it a bit so I hope like it. Please review.**

**Mount Justice**

In the Cave at the moment Kid Flash and Aqualad were playing a holographic version of air-hockey. M'gann was watching while Ben had transformed into Ditto because he was bored and split himself up.

"Well it looks like an exciting match folks." One Ditto said acting as a commentator holding up his hand like he was holding a microphone while another was holding a palm sized camera recording. "Just look at the sheer concentration." He added.

At that moment Aqualad scored a point tying the score game up. "Next point wins." A third announced wearing a whistle acting as the referee.

"It's anyone's game now folks who will win?" Ditto commentator said. "The fastest kid alive or prince of the deep?" He added gesturing toward the two Hero's.

"Let's ask the fans what they think." Then he went to M'gann. "Care to give your thoughts?" He asked.

"Um." M'gann replied not sure what to say or what was going on. "That's nice now back to the game." Ditto said not want to wait for a reply.

The camera shifted back to the game. "This is getting intense folks." The commentator said and Robin walked in at the same time.

"What's going on?" He asked M'gann after he looked at the three Ditto's and before she could reply a fourth Ditto they didn't see with a director's hat on said. "Quite on set."

Robin chuckled a little noticing what was going on while M'gann remained silent. Back at the game Wally managed to use his superspeed to score a point while eating a banana.

"That's game." He said tossing the peel behind him not caring where it landed. Before Aqualad could protest the referee blue the whistle and threw a yellow flag on the floor toward Wally. "Foul! Superpower violation. 1 poiny penalty." He said.

"Come on I would've let him summon a giant squid to help him out." The speedster complained and the reply was. "Too bad I don't care. Now play it fair or play it with a bigger penalty." The referee said pulling a yellow card.

"That's not even the right sport." Kid Flash mumbled to himself while Robin laughed at the display while M'gann smiled.

"Looks like Kid Flash isn't quick enough to avoid the ref." The commentator said as the game restarted. After a short while Kid was able to score without using his powers.

"See I still win." He congratulated himself then turned around to walk away but slipped on the banana peel he threw earlier. Causing Robin and the other Ditto to laugh while M'gann tried to stifle a giggle by holding her hand to her mouth.

"Did you get that?" The director Ditto asked the camera Ditto who gave a thumbs up as a reply. "Well I normally don't believe these things but I'm pretty sure that was Karma." The commentator said into the Camera then pointed toward Aqualad who smiled and said. "Agreed."

Just then the Zeta tube announced. "_Access Superboy B04._" Then Superboy walked in with an angry expression. M'gann went over to him. "Superboy how was Metropolis?" She asked with her usual cheerfulness.

Superboy just gave her the cold shoulder and proceeded walking. "That was just cold." Cameraman Ditto said to his counterparts who all nodded in agreement.

"Ready for training, everyone?" A voice spoke up coming from the hall. The Team turned to see Black Canary coming with Martian Manhunter. "Black Canary, Uncle J'onn!" M'gann exclaimed happy to see her uncle as she floated toward him and gave him a hug.

"Hello M'gann I was in the neighborhood and I thought I'd stop by to see how you were." The older Martian explained.

"A few bumps. But I'm learing." M'gann replied and he uncle smiled. "That is all I can ask for."

Black Canary smiled at the family exchange, but her eyes caught Superboy leaving the room. "Stick around." She called out, halting the clone in his tracks. "Class is in session."

As Black Canary stepped forward, the center area of the floor lit up. "I consider it an honor to be your teacher. I'll be throwing a lot at you. Everything I learned from my own mentors, experiences…" As she pulled off her jacket she hissed when it brushed up against her left arm, which was bandaged. "…And my own bruises."

What happened?" Miss Martian gasped when she saw the injury. "The job. That's what happened." Black Canary replied but before she could get on with the lesson one of the Ditto's spoke up. "Does that mean I can ask for a raise?"

Before any could reply the director Ditto smacked his head but due to the connection the all felt it. "We talked about this you're just an intern."

Ignoring what had just transpired Canary decided to carry on with the lesson. "Now, combat is about controlling conflict. Putting the battle on your terms. You should always be acting, never reacting. To demonstrate I'll need a sparring partner."

"Right here!" Kid Flash volunteered raising his hand and stepping into the ring as he streched his arms getting ready.

"Start rolling." Director Ditto requested in a whisper Cameraman Ditto who replied with a smile. "Already on it."

In the ring Kid finished stretching and got into a fighting stance "After this I'll show you some of my moves." He told her while winking.

Black Canary only smirked. Before suddenly launching forward, her right fist headed towards Kid Flash's head. The speedster blocked, only to have his legs kicked out from under him, and he fell heavily to the ground. The other members of the Team, along with J'onn, winced expect Robin and the Ditto who were laughing, as a hologram of the word 'Fail.' appeared next to Kid Flash.

"Oh." Kid Flash moaned. "It hurts so good."

"Good block." Black Canary complimented as she helped him to his feet. "But can anyone tell me what he did wrong?" She asked the others.

"I know. He hit on teacher and got served!" Robin replied eagerly while referee Ditto raised his hand and said. "He asked for it."

"Dudes." Wally hissed in embarrassment.

Black Canary, on the other hand, was completely serious. "He allowed me to dictate the terms of…"

"Oh, please." Superboy scoffed crossing his arms. "With my powers, the battle is always on my terms. I'm a living weapon, and this is a waste of my time." He said with complete arrogance.

"Grab some snacks folks this next one is going to be a doozy. Well definitely better then the last one at least." Commentator Ditto said with excitement seeing where this was leading too.

Black Canary smiled again. "Let's see you prove it." Rolling his eyes, Superboy stepped into the ring, while Kid Flash quickly got out, not wanting to get hit by either hero again.

"Where are we gonna get snacks before it starts?" Miss Martian asked not understanding it wasn't serious. Before anyone could tell her though another Ditto came out holding some in a tray like a vendor. "I got popcorn, I got chips, I got chocolate what would you like? All for a buck."

"Score!" Kid Flash said handing him a five ignoring how he suddenly appeared and grabbed five snacks.

"Those do appear to just be from the pantry?" Aqualad spoke up.

"Hey you're right." Kid said realizing he was scammed and when he turned back to get his money the Ditto was already walking away. "No refunds." Was his reply causing Robin to laugh.

Back in the ring. Both fighters took ready stances; Superboy only waited a fraction of a second before throwing a punch. Instead of dodging, like the clone expected, Black Canary grabbed his arm and flung him over her, and he landed hard on his back. The word 'fail' appeared next to him.

Robin laughed even louder this time but covered his mouth when Aqualad elbowed him. But he couldn't do that to the Ditto's who laughed harder then before.

"You're angry, good." She commented. "But don't react channel that anger into-" Before she could finish her sentence, Superboy charged again, only for her to flip over his head and sweep his legs out from under him, knocking him to the floor again. This time Kid joined Robin and Ditto's laughter. She offered her hand to help him but he pushed it aside and stood up himself.

"Well that was certainly disappointing folks I for one had my money on the kryptonian." Commentator Ditto said in the camera.

"That's it." Superboy growled "I'm done." "Training is mandatory." Black Canary said gently, but firmly, as she placed her hand on his shoulder. Superboy shook it off and glared at her, but before either of them could say anything, a holographic screen appeared, with Batman's masked face on it.

"_Batman to the Cave._" He said, and waited a moment for the Team to gather. "_Five hours ago, a new menace attacked Green Arrow and Black Canary._"

On a smaller screen, a recording of a person with a bare torso, green pants, red eyes and orange hair appeared. The recording showed this person taking down multiple members of the Leauger at once.

"_The attacker was capable of studying, then duplicating the powers and abilities of its opponents. Green Arrow called in reinforcements, which nearly proved disastrous, as our foe gained more and more power with each new combatant." Batman informed them._" Batman informed.

"Whoa." Kid Flash whispered in slight awe. "One guy with the powers of the whole League?"

"_In the end._" Batman continued. "_It took eight Leaguers four hours to defeat and dismantle the android._"

"It was an android?" Robin asked, "Who built it, T.O. Morrow?"

"_Good guess, Robin._" Batman said. "_But Red Tornado doesn't think so._"

"The technology bears a resemblance to that of Professor Ivo." Red Tornado told the team as he walked into the room which shocked all but Ben. But he decided to keep quiet for now.

Aqualad narrowed his eyes. "Ivo? But, Ivo's dead."

"So we all thought or hoped." Canary stated rubbing the wound on her shoulder which was obviously inflicted by the android.

"_To make certain that this threat is permanently neutralized._" Batman said, getting to the reason why he called. "_We're sending two trucks, containing the android's parts, to two separate STAR Labs facilities in Boston and New York for evaluation and destruction. Every precaution is being taken; we'll have four additional decoy trucks to create confusion in case Ivo, or anyone, tries to recover the remains. You will split up into undercover teams to safeguard the two real trucks._"

"Yes!" Kid Flash cheered, pumping a fist. "Road trip!" While the Ditto's high fived eachother (Penguin's of Madagascar style) thankful that they won't have to suffer a possible beat down with Canary.

Superboy, however, was much less happy. "So now we take out your trash?" He said clearly angry.

"_You had something better to do?_ " Batman shot back.

A second later, Ben turned back into human as Robin's glove mounted computer beeped he checked then told Ben it was the coordinates to where they would rendezvous.

"Alright team we let's roll out." Ben ordered and as they were walking Kid Flash asked. "They have Transformers where you're from."

As the Team moved out, Superboy felt a hand on his shoulder again; he turned to see Black Canary looking at him with a friendly smile. "When you're ready." She said, "I'll be here." But he continued to follow his team.

**Litchfield County**

Multiple trucks were lined up with the real parts of the android being unknown to anyone without League access. Ben, Robin, Superboy, M'gann Kid Flash, and Aqualad were all on color coded motorcycles hidden behind a layer of bushes and trees.

Ben tugged on the color of his Green and Black outfit he was given to wear. It was mostly a black and green patern that kinda reminded him of Upgrade. And the helmet was black with green around the visor. But unlike the others his wasn't see through from the outside. "I think I might keep this." He said to himself looking over the outfit.

He then turned to his teammates. "You guys ready?" Ben asked, and waited for each of the other riders to nod before he took off with Robin and Superboy in one direction. While the other members Kid Flash, Aqualad, and Miss Martian went another direction.

**Later**

For a while, the escort-mission was quiet and calm, much to both groups relief. This gave them time to talk, while keeping their eyes peeled for trouble.

"Hey, I've thought of something." Robin told them pulling beside Superboy and Ben. "If 'dislike' is the opposite of 'like' doesn't that mean opposite of 'disaster' is 'aster'? So instead of things going wrong, they go right!"

He got no responses from either of the two. Superboy since he was brooding because of the beatdown he received earlier. But Ben he had expected something but saw he was on his phone talking to Zatanna.

"_So Black Canary beat bear him in like five seconds._" Zatanna texted with an emoji that was laughing.

"_Surprised me too. I thought he would at least last longer. But guess not._" Ben replied.

After beating Reverse Flash the two began to speak to eachother on a regular basis. Ben told her about the team and the only other mission they were on but she swore to keep it secret. After all since her father was a superhero Ben felt he could trust her.

"_What are you up too now?_ " She questioned and Ben told her. "_Sending some spare parts of a robot that can copy the Leagues powers and moves. Nothing's special._"

"Yo Ben what are you up too?" Robin asked surprising Ben. But because of the angle he couldn't see Ben texting.

"Sorry I was uh looking up something." Ben lied which the Boy Wonder knew. But fortunately for the shapeshifter he thought it wasn't important. "Did you hear what I said?" He asked.

"Something about 'aster' meaning things go right. If so it makes to me." Ben replied.

"See you get it." Robin said cheerfully then turned toward the Kryptonian who was still brooding. "Someone's clearly not feeling the aster."

"Yeah what's eating at ya dude?" Ben asked though he had a good idea.

"Canary." The clone replied. "I mean, what business does she have teaching combat skills to a guy with super-strength?"

"Taking down stronger guys is part of the gig." Robin said.

"Yeah when I first started using the Omnitrix my Grandpa kept telling me to think. And that "Might isn't always right." Ben said a bit nostalgically.

"Yeah even Superman can't always outmuscle the baddies." Robin added but that proved to be a mistake since Superboy just reved the engine and drove foward away from the other two.

**With the Others**

"Do you think Superboy's okay?" Miss Martian asked worryingly as her group followed their truck. "I wasn't reading his mind, I swear, but anger just…flowed off of him in waves."

"Surf that wave; just give him some space." Kid Flash scoffed as he moved his motorcycle closer to the Martian's. "Me? Stick as close as you want." He added making M'gann smile awkwardly.

"Superboy has always been I believe the term is 'a loose cannon'." The Atlantan started to explain. "But perhaps a calm mission will help clear his head." He finished.

"Pftt." Kid scoffed again. "If you ask me he should just take a page from Ben's book and chill. I mean he's taking this whole stranded in another dimension thing pretty well." He said.

"Yeah...I wonder about." M'gann said a bit curiously. "He always seems cheerful but sometimes he gets a bit down for a moment."

"Based on what I understand from some of lessons on the surface world is sometimes when a person experiences a loss or a trauma they put on a facade of humor to distract themselves from the pain." Aqualad explained.

"Don't you think he should talk it about then?" M'gann ask.

"Yeah I wouldn't wanna touch something like that with a ten foot-." Wally began to say but was cut off by Kaldur. "What he means to say is if Ben wants to talk about his emotions. Then 'when' and with 'who' has to be up to him."

What none of them noticed, however, was as they were talking there was a rustling in the cornfields behind them. A few seconds later, a swarm of green-and-black robotic monkeys, equipped with jetpacks, flew out of the fields and headed right for the truck.

The robots flew past the group and attached themselves to the truck; green beams of energy began cutting through the armored vehicle, while the three heroes moved to stop them.

"Ben!" Aqualad called into his com link. "Our truck is under attack!" He told him.

"_Let me guess by flying robot monkey's._" Came an annoyed response.

**With Ben, Robin and Superboy**

"Because it's happening here too. Must be some new fashion trend." Ben joked.

Superboy glared at the robots with intense hatred. "I hate monkey's." He said with venom in his tone.

"Robot monkeys " Robin laughed. "Totally Ivo's tweak style." Robin pressed a button on his bike; the rear wheel and part of the bike detached and unfolded into a drone with two rotors. The drone began firing on the monkeys with a laser-cannon.

"Hey guys switch your rides into battle mode!" Robin called out. "Don't need it!" Superboy shouted, opting instead to leap off of his bike and onto the armored car; and without a rider the motorcycle stopped and crashed.

"Well I got a better idea." Ben said as he readied the Omnitrix. "Time for an Upgrade." He said then slammed the Omnitrix and became his desired alien.

Ben immediately merged with his vehicle. He then started to fire green laser blasts at the truck like Robin's drone.

On top of the truck Superboy was taking down monkey's left and right. With his super-strength and invulnerability there was little they could do to stop him.

However as he was about to crush another it blasted Superboy's eyes not only blinding him but fell off the truck. At the same time Robin's drone was also destroyed.

Robin took out his escrima sticks and started to fight them off. As the fight was turning tides Ben changed form. As Upgrade popped out from the vehicle he changed into Heatblast.

"These things really burn me up." Ben quipped before he shot flames at a handful of them.

"Why didn't you put your ride in battle mode?" Robin asked taking out another monkey. "I uh didn't know how." Ben sheepishly replied not stopping his attack.

While this was going on the robot decided that they may not win this. So they shot the tires. The driver had already bailed so Robin and Ben did the same.

When the two recovered they saw the monkey's flying off the androids parts. "We lost our cargo. Aqualad did you guys-." Robin reported while Ben transformed back into human.

"_No. I am afraid we have also lost ours as well._" Was the reply.

Superboy who by now recovered was leaping long distances to catch them. "Hey Supes tell us where you're going so can back you up."

With Superboy who was still in pursuit angerily replied. "_Don't need help. Don't wany any._" Then threw his com link on the ground.

"Now we lost a team member. Miss Martian can you-" Ben started to ask but M'gann replied before she could answer. "_No he's too far out of my range. Sorry._"

Ben then changed to Greymatter and began working on something using the of the wrecked truck and monkey's. "_Maybe we should call the League._" Kid said thinking this situation had gotten out of hand.

"The League explicitly stated our mission is to protect the android parts. Thetefore this is still in our jurisdiction." Greymatter told them.

"_Ben is right so long as the android is not fully assembled the mission can still succeed._" Aqualad said.

"_How are we gonna do that now that the parts and our teamate are long gone? _" The speedster questioned.

"Obviously by using whatever navigation system these pitiful pieces of technology used to locate the trucks." Greymatter scoffed ripping some parts to put together. "I mean seriously this circuitry is as if children made these." He added annoyed.

"He's right. The parts have GPS! The monkeys can track the signal, which means that I can track'em with this one here." Robin said grabbing a destroyed one off the ground.

"I told you so." Greymatter said looking like he wad putting the finishing touches on something.

"It looks like both sets are converging on…Gotham City!" Robin said looking alarmed.

Robin turned when he noticed a flash behind him. Ben had changed back into human again still wearing the biker outfit with the helmet on. "Ok I'll follow Superboy's trail, Robin you and Kid get to Gotham. The others aren't fast enough.

"_How are you gonna follow Supey? He can jump higher then most buildings._" Kid Flash asked over the com.

Ben smirked and activates what he made as Greymatter. It was a copy of the hoverboard Tetrax had given him when he was ten years old. "Rob will tell ya." He said then went torward the direction the Kryptonian did.

As Robin made his way back to his bike, he shook his head. "Definitely a disaster," he said to no one in particular. "Heavy on the dis."

**Ivy Town**

Zatanna was reading in her room when her phone vibrated. She picked it up and saw it was Ben. They talking eaelier but she didn't recieve a response for a while so she assumed something came up.

"_Sorry but we had some robot monkey's attack us and stole the android parts._" It read.

"_It's fine just glad you're okay. What's going on now? _" She asked.

"_Well Supey ditched us and the parts were stolen and are on their way to Gotham and we have to stop thag before it happens. So the usual._" Ben replied.

"_This is normal for you?_" She asked jokingly.

"_I've been through weirder. I've had to fight a guy who could control insects so at least this less gross._" He told her sending a cockroach emoji.

"_So have you figured out whose behind this monkey business?_ " Zatanna sent.

"_Good one maybe I'll use it. And some nerd dude named Ivo wants his toy back. That's about it._" Ben replied.

Zatanna then heard the door close downstairs and she knew her father was home. If he found out she was talking to a boy much less a member of a team she isn't supposed to know he'll freak.

"_Gotta go my dad is home._" She told him.

"_It's cool I get it. Later._" He texted her. She smiled as she turned her phone off and went downstairs to greet her father.

**With Ben**

Ben had been following Superboy's trail for some time. It took a while but Ben was now right next to Superboy (who ripped off his civilian clothes) as he made his next jump.

"Going up?" Ben joked as he and the Kryptonian were now on the ground. But he received no response. "Ok." Ben said as he used the hoverboard and mimicked Superboy by going down then up.

"You know you shouldn't have ditched us. Lucky that I'm here so you can't do it alone." Ben said and he could tell the clone was trying hard not to yell at him.

Before Ben attempted to get the hero to talk again he stopped on top of a train. Ben put the hoverboard away and stepped on the roof. Superboy then dug his hands into the roof of the train car and ripped a hole in it, then jumped inside. In front of him, surrounded by a dozen robot monkeys, was a small man with wrinkling skin, gray orange hair and out of style clothing, with a bowtie.

Ben lifted the visor to see if he was really seeing who he was seeing because the outfit was making it a bit difficult to believe. "Hello." The man said cheerfully, yet with a bit of malice.

"You're Ivo?" Superboy asked raising an eyebrow.

"Guilty as charged." The scientist replied with a smug look.

"Really? Because frankly I'm whelmed." Ben told him. "I expected a more evilish appearance you know. Not some cliche high school nerd." He added crossing his arms.

"Ah you must be that new Omnitrix hero." Ivo said to Ben then moved his attention to Superboy. "And Since when does the big, blue Boy Scout have a brat?" He asked.

Superboy narrowed his eyes. "He doesn't." Came his reply and everyone could tell he was angry.

Ivo shrugged. "If you say so." Then sent his robots to attack the two. "By the way have you met my Mobile Optimal Neural Quotient Infiltrators?"

Superboy was able to destroy them single handedly destroy them before Ben could decide an alien. "And after all that trouble I went through finding an acronym for monkey." Ivo sighed.

As Superboy finished destroying the last two MONQI's, he heard a new voice from behind Ivo, hidden in the shadows. "_Access: Captain Atom._"

Before Superboy could react, a beam of radioactive energy hit him in the chest which sent him hurtling him backwards and through several crates. He nearly hit Ben who ducked just in time to avoid being hit.

Ivo took a step forward and smirked. "Since Professor Ivo's magnificent MONQI's don't float your boat, maybe my amazing Amazo will better suit you." Ivo stepped back as the now-assembled android stepped forward. "Or better yet slay you."

"What's with the alliteration dude?" Ben asked as Superboy stood up. "Gimmie your best shot." He growled.

The two MONQI's behind Ivo laughed, and the Professor himself scoffed. "Please, my android has the strength of Superman. What chance doyou think you have?" He taunted.

Enraged by that jab made only worse by the fact he knew he wasn't as strong as Superman he charged recklessly at the android. He managed to deliver a few punches but after a punch to the head Amazo grabbed his hand.

"Sorry, did that strike a nerve?" Ivo said amused as he turned his attention back to his android. "Amazo, strike a few more." Amazo reached back, then punched Superboy in the face, driving him back to the end of the train car.

Before Ivo could order Amazo to attack a green flash blocked his vision. When he regained it he saw Ben as Fourarms charging at the Android. Ben threw two punches at him but they were easily caught.

Ben smirked as he used his other two arms to punch the android sending him a few feet back. "Impressive but not good enough. Amazo." Ivo said.

Ben charged again hoping to stop the android permanently but. "_Access: Black Canary._" The android's lower jaw split apart, then unleashed a sonic cry sending Ben to the end of the car as well.

"So much for a challenge." Ivo said disappointingly then heard Superboy yell as he attacked again. "Yes that's it keep getting back up."

"_Access: Flash._" Amazo said and before Superboy could get close the android came at him in a metal blur and delivered a series of high speed punches at the clone sending him flying once again.

"You okay?" Ben asked rubbing his head. "I will be." Superboy said, getting up. "As soon as we take this hunk of junk out!"

Amazo then came and sent another barrage of Punches at Ben this time. After a few seconds though he was able to grab his arms and legs keep the android still but with great difficulty. But this gave Superboy an opening so he took it. He jumped at Amazo ready to deliver a punch but. "_Access: Martian Manhunter._"

And he became intangible causing Superboy to hit air and Ben to lose his grip. "_Access: Superman._" They then heard and both were grabbed by the neck and tossed out of the train and into Gotham.

The android turned to its master. "Finish the Kryptonian Priority Alpha." He ordered thenadded. "And bring me the shapeshifter priority Beta." Then the Android took offafter the two.

**Outside of Gotham**

On the outskirts of Gotham, Robin was met by Kid Flash; the latter waved in greeting as he easily matched speeds with the former's motorcycle.

"So, you changed too?" Robin asked rhetorically, gesturing to both of them, now in uniform.

"Yeah." Kid Flash shuddered in mock-horror. "I feel naked in civvies. Are you still tracking the parts?"

"They were heading through Gotham," Robin said, looking at the GPS on the front of his motorcycle. "But they veered; now they're at…" He started to say then was shocked as he looked at the exact location. "Dude! They're at my school!"

**Gotham Academy**

Ben found himself bombarded by Black Canary's sonic scream again. Which stunned him long enough for Amazo to switch to Superman's powers and knock Superboy down a locker lined hallway then punched Fourarms through a wall.

Superboy forced himself back to his feet, using the broken lockers beside him as a crutch. A picture of Superman caught his attention. Angrily, Superboy put his fist through the picture, and the locker door, before moving to attack the android again.

He was simply grabbed and thrown into the same direction Ben was in. And that was in the Gymnasium. "Can't you change or something?" Superboy asked in anger.

Ben mentally smacked himself. He was so used to being able to use just one form that he sometimes forgot about the new upgrade.

He hit the core with the intention of turning back to Upgrade. But after the green Flash he was disappointed when he became Upchuck but decided to make the most of it.

So ge ate some of the debris and swallowed it. But Superboy only saw him chew it. "This is not the time for a snack." He said with anger.

"_Access: Superman._" The android said as he punched Superboy into the wall but as he was about to punch him a again a green ball of energy blasted the arm.

While it didn't destroy or damaged the arm it threw off Amazo's aim a little. This opening allowed the Kryptonian to deliver a punch sending the android back a few feet. It was then followed up by another green blast.

"Did we get him?" Ben asked hopefully. "_Access: Captain Atom._" Answered their questions followed by a beam of radiation struck Superboy in the chest, knocking him across the gym.

"_Access: Flash._" The android announced then tackled Upchuck at high speeds sending him to where Superboy was.

The two heard a slow clapping as they struggled to get back up. They saw Ivo sitting in the bleachers, a pair of MONQI's at his side. "I don't usually attend these things in person." He admitted. "But, this was too good to miss."

"_Access: Captain Atom._" Then Amazo got his hands ready for to radiation blasts. But before he could yellow and red blur ran past, snatching up both fallen heroes.

"Yoink!" Kid Flash taunted as he moved past, stopping near Robin, who threw an explosive disk at the android, who called. "_Martian Manhunter._" Then became intangible which caused the projectiles to go right through them.

"Guess this wasn't a closed event after all." Ben quipped as he tried to change into Upgrade again. But after the green flash he was disappointed again. "XLR8?! Well least it didn't give me Ripjaws." Ben sighed then ran at the android only to go right through him.

Superboy jumped at the android but. "_Access: Red Tornado._" The android said, before a crimson twister appeared around it, propelling itself forward, the wind knocking four of them backwards.

"_Access: Black Canary._" The android then used the incredible fighting skills if the said hero to flip the charging Superboy into the other side of the gym, then dodged an explosive disk from Robin.

"_Access: Superman._" Kid Flash barely tackled Robin out of the way of the android's heat vision. "_Access: Flash._" Amazo ran at Ben who tried to use XLR8 speed to get away but couldn't. And was then again hit with a series of punches.

This sent Ben into a daze where his vision became blurry and unfocused. The Omnitrix then timed out turning the hero back into human.

Amazo then grabbed the shapeshifter's left arm and was about to use Captain Atom's powers. But the security feature activated sending a pulse out to stop him. This freed Ben from his grip and was taken away by Kid.

"Dude you okay. How many fingers fo you see?" Wally asked holding up two. Ben was about to answer but. "_Access: Superman._" Forced him to say. "Look out!" Then pushed the speedster out of the way from the incoming heat vision and narrowly avoided it himself.

Superboy slowly pulled himself and for once instead of charging into the fight stayed there for a second thinking. "Access: Black Canary**_._**" He whispered to himself.

"Oh, yawn." Ivo said, drawing Superboy's attention. "Normally, my android would study and mimic your abilities in battle, but other than that Omnitrix kid nothing is worthwhile. you're all just poor copies of original."

So everyone keeps saying." Superboy snarled. "IT MAKES ME ANGRY!" He shouted his voice full of rage and fury.

Ken, Kid Flash and Robin got back up in time to see Superboy jump forward, over Amazo and towards Ivo. The Professor barely scrambled out of the way as the clone landed.

WANNA SEE ME CHANNEL THAT ANGER!?" The Clone shouted.

"Oh, great." Kid Flash groaned. "He's gone ballistic again."

"Maybe not." Robin said having some idea at where he was going with this.

"I guess he finally learned something after all huh." Ben added with a smile. While searching for a new alien to use.

"Amazo Protect your master, priority alpha!" Ivo said frantically while being carried away by his robots.

"_Access: Captain Atom._" The android said, firing a beam of energy at the clone. This time, however a green crystal pillar rose up and deflected it back at him. It revealed to be Ben who became Diamondhead. The shot knocked the android back, but it was far from done.

As Ivo was being carried awat by his MONQI's he was kicked away by Robin. "Anyone want to play keep-away?" The Boy Wonder asked tauntingly.

"Oh, me! Me!" Kid Flash announced eagerly running torwad the villain.

"_Superman_." Amazo said, blocking the speedster from reaching his target. He then proceeded use his super strength to crush him. As he was doing this though he noticed a projectile coming at him.

"_Martian Manhunter._" He announced and the projectile-which was an arrow-and Kid fell through him.

Superboy them jumped at the android once again while the Amazo was still intangible. He punched toward the head but as his fist went through it he kept it there just as Amazo announced. "_Superman_." Unable to stop the power-switch, the android turned solid, with Superboy's fist still in its head; a second later, that head exploded.

Superboy smirked as this happened almost enjoying the Irony. (I think that's a the right word). But the battle finally took it's toll on him and he started fall down until Ben caught.

"I gotcha man." Ben who was still Diamondhead said as he helped Superboy stayed upright.

Robin ran forward. "Help me disassemble him, now!"

"Dude, the guy has no head." Kid Flash pointed out.

"Do not take any chances!" They heard and they saw Aqualad and Miss Martian come in. The latter heading to assist the beaten up Kryptonian.

"Superboy, are you all right?" Miss Martian asked helping Ben keep Superboy on his feet.

I'm fine," Superboy said, then grinned at Robin, "Feeling the aster."

"Thanks." Ben said looking toward M'gann who replied. "For what?"

"Taking over while I pass out." He responded then fell down while transforming back into Human.

"Ben!" Everyone stated with worry as Ben hit the goround. Who reassured them when he spoke. "I'm fine it's just not all of us have invulnerability. But I am gonna have to stay here for a minute."

"Hey, where's Ivo?" Kid Flash asked. The Team looked around around, but the Professor was nowhere to be seen.

"So much for extra credit." Robin said tiredly, as he and Wally moved to help Ben. "Not the first time I flunked gym." Ben joked and the others smiled at his joke.

**Mount Justice**

After delivering the disassembled android, the Team made their way back to the Cave, where Batman, Martian Manhunter, Black Canary and Green Arrow waited for them to get cleaned up before they were debriefed.

"The android is in pieces again." Ben started to say. "And those pieces were delivered to the STAR Labs, where they were safely destroyed. Since, Ivo got away, and since he built the Amazo, he might make another, more dangerous, android."

"The League will put catching Ivo top priority." Batman assured the younger heroes.

"However." J'onn said. "We heard that your mission had other... complications." Everyone's gaze fell on Superboy, who looked away and huffed.

Batman stepped forward. "Complications come with the job; your ability to handle them has impressed the League."

"The whole League?" Superboy asked, his question aimed about Superman.

"In time yes. Kryptonians, as you know." Batman said while having rare and almost imperceptible smile on his face. "Have very hard heads."

The Team chuckled a little at Superboy's expense; the clone took it in good humor as Batman continued. "Of course, there's no shame in asking for help, that's why the League exists. Because there are some problems even we can't solve individually."

"Please, if we needed help, we'd never get the chance to ask!" Robin walked up and held up the arrow that had saved Kid Flash's life, waving it in front of Green Arrow. "Look familiar? You were following us—babysitting us! You still don't trust us!"

He stopped his rant as Green Arrow pulled out an arrow from his quiver and compared it to the one Robin held. That's when Ben noticed the differences. "And that's not your arrow." He said.

"But that means-?" Robin began to say before Aqualad finished for him. "Speedy. He still has our backs." He said with a smile.

"Either way." Kid Flash said, taking the arrow out of the Leaguer's grip. "Souvenir!"

"Mine is better though." Ben commented referring to the hoverboard he had built earlier.

As most of the Team began to leave, Black Canary heard a cough behind her. She turned to see Superboy, his head slightly bowed.

"I'm ready to learn." He said softly.

"Good." Black Canary replied, "Because I'm here to teach."

**With Ben**

He was in his room texting Zatanna about today's events. "_Then his head exploded._" Ben sent to her with an explosion emoji.

"_That sounds really cool. Compared to my day it sounds way more exciting._" She replied.

"_It can't be that bad._" Ben tried to reassure her.

"_I was home all day studying while you were fighting robot's._" She reminded him.

"_Guess you're right. Mine was pretty amazing._" Ben joked and he got an emoji with it's eye's rolling as a reply.

**Ivy Town**

As Zatanna and Ben were continuing to text she wondered if she was ever going to do stuff that day. "_Can you meet at our spot? I wanna show you something._" Ben requested.

The 'spot' Ben was referring too was in the woods where she and Ben had first engaged Reverse Flash. Since then they met there to help her practice since it was pretty secluded.

Zatanna thought it over for a moment before telling him yes.

She went downstairs and saw her father drinking coffee and reading a book. "Bye dad I'm going to hang out with some friends." She told him.

"Okay just be back before ten." He said and with that she took off.

**Short while later**

Zatanna walked into their spot and saw Ben leaning on a tree using his phone to pass the time. "Hey Zee how's it going?" Ben asked putting his phone away.

"It's fine. A bit uneventful but fine." She replied then asked. "What did you wanna show me?"

"This." Ben answered pulling out the hoverboard in it's closed form. Thus appearing as a disk of some sort.

"What is it?" She asked generally curios as to what it was.

Ben smirked as he activated it watching as the magician stare in awe. He jumped on and rode around for a bit doing some tricks as he did so.

"What do you think?" Ben asked as he stopped a few feet above her head.

"That is pretty cool." Zatanna admitted then asked. "But did you seriously call me out here just to show off?"

"No." Ben said as he lowered himself down and got off the hoverboard. "I came to see you." He told her making her blush then added. "And to give you some pointers."

"Pointers?" Zatanna not understanding.

"I mean unless you're scared." Ben taunted.

"Give me that." Zatanna demanded taking the bait. Once she jumped on it though she almost immediately fell off it and on top of Ben. She quickly got up blushing in embarrassment. "Probably should've worn a helmet." She joked light heartedly.

"Let's try it again slowly this time okay." Ben said emphasizing the word slowly. And this time she slowly stepped on the board.

She wobbled slightly but grabbed onto Ben to keep her balance. "Okay let's just take this slow kay." Ben said. she nodded with a smile. And soon the two got on with the lesson.

**I hope you all enjoyed this chapter and the little things I changed and added to it from the show. That Ditto thing I just wanted to add for no reason. Let me know what you think. And please review and if you have any suggestions feel free to PM me I will take any into consideration.**


	5. Chapter 5

**Hey everyone I'm back and like chapter 3 this is mostly me. Oh and for the record if any of you are asking why hasn't Ben gotten any Kryptonian of Martian DNA it's because I just don't want him to have it. It would be too easy for him if he had Superman's powers or something. Anyway enjoy.**

**Ivy Town**

Ben and Zatanna were spending some time together at Sam's Smoothie's. Since the Amazo incident was only a couple of day's ago, Batman had not given the team another assignment, so Ben took this opportunity to tell one of his heroic tales.

"And we left them in the null void chasing after the Omnitrix." Ben told her then sipped his smoothie. "Wait how did you get it back if they were chasing after it?" Zatanna asked, while drinking some of her own smoothie.

"Well..." Ben began to explain with a smile. "Turns out my cousin replaced the container with a grenade instead." He finished causing Zatanna to laugh a little. "Wish I could've seen the look on their faces." The sorcerer admitted and Ben nodded. "Same here." The shapeshifter agreed.

"But what about your last mission? You never told me if you caught that...what was his name, Evo?" Zatanna asked curiously.

"Ivo." Ben corrected then added. "Yeah we never caught him. Slipped out while we were distracted I guess." Ben sighed.

"You okay?" Zatanna questioned noticing his change in demeanor.

"I'm fine Zee, I guess I'm just still a little bummed out that he got away." Ben told her then added. "I'm just used to stopping the bad guy's plan, then catching them, you know." He said.

The magician nodded. "I get it, but things like this happen every now and then. You'll get him next I'm sure of it." She said trying to cheer him up.

"Not if Batman has any say." Ben told her in a tone that was clearly annoyed by the caped crusader.

"Really why?" Zatanna asked.

"Because he's all like-" Ben started to say the put two fingers behind his hand mimicking Batman's cowl, then tried to mimic the bat glare. "This is a League matter. And I'm Batman, so you have to listen to me, because I stare at you like a creep." He continued as he deepened his voice mocking him.

Zatanna burst into laughter by this. No one had made such a mockery of the Leagues most intimidating member. Her father only ever had praise and respect for him.

Once she calmed down though she spoke. "I guess you're right. But if you wanna catch him why not just do it yourself?" She questioned, knowing how Ben had that habit.

Ben sighed and replied. "I would if I knew how to track him. Only clue I can use is the hoverboard." He explained.

"What do you mean?" Zatanna asked slightly confused, on how the hoverboard he had been teaching her to ride was a clue.

"I used what was left Ivo's monkey's or should I say MONQIs to make it. Why?" Ben replied, slightly confused.

"Because I have an idea." She said excitedly then took out some cash and layed it on the table and began to pull him toward the door. "Come on." She ordered, while dagging him.

"But my smoothie." Ben whined, as dragged him away from it.

**The Forest**

Ben was sitting on hoverboard as he waited for her to explain why she just dragged him here. But so far, all he had seen her do was look through one of the books that his grandma had given her.

"Not to be rude or anything, but why exactly did you drag me here?" Ben asked, since he still had not been given an explanation.

"You said the hoverboard was made from those robot monkey's you destroyed right?" Zatanna replied looking up from her book for a moment.

"Yeah mostly." Ben answered still not getting where this was going.

"Well I think I have a spell that might track Ivo, but I need something to track." Zatanna informed him.

"Let's do this then." Ben said eagerly wanting to get the villain that escaped him and his team.

"I just need to find the right spell." Zatanna told him.

"Is it a high level spell or something?" Asked looking over her shoulder. "Kinda sorta, but I still need to find the page and the spell." She replied.

Ben then had an idea. "Can't you use magic to find the spell?" He asked.

"You think that'll work?" Zatanna asked not sure.

"Worth a shot." Ben replied.

Zatanna then took a deep breath. "_Wohs em eht lleps I tnaw!_ " She chanted and pages of the book began flipping rapidly on their own. After a moment it suddenly stopped and Zatanna looked at the page and smiled. "Yes, it worked!" She exclaimed in delight.

"See I'm always right." Ben told her, a bit full of himself. Zatanna chuckled a little and punched his arm playfully before turning back to her book.

Zatanna took another deep breath and said the spell. (Sorry, I don't actually know a spell.) When she, did nothing happened though. "Did I say it wrong?" She asked and as answer both teens were blinded by a white light.

When both had recovered there vision they saw that they weren't in Ivy Town anymore, as the landscape turned into a desert. "Uh where are we?" Ben asked then heard something hit the ground behind him. He turned to see Zatanna lying face down seemingly passed out.

"Zee!" Ben exclaimed in alarm then rushed over to her. He kneeled down turned her over and saw she was conscious, but just barely though. "My fault...I'm so sorry...so tired." Zatanna said, with heavy breathing before passing out.

Ben still had his hoverboard, so with great care, he gently lifted her onto it. He then decided to call for help, first he tried his phone, but it had no service. Then he tred the communicator in the Omnitrix, but found it wasn't working. "Great." Ben sighed then began walking while pushing the hoverboard that was carrying Zatanna.

After a while of walking Zatanna's eyes started to flutter, signifying that she was regaining consciousness. "Ben what happened?" She groaned, while trying to get up.

"Woah, stay down." Ben instructed, gently pushing her back. "We sorta, accidentally, got teleported to the desert." He reminded her.

"Oh this all my fault." Zatanna said, as she slapped her forehead. "I must've read the wrong spell, or said the spell wrong. God I'm such an idiot." She added, berating herself.

"Hey why don't we worry about getting out of here first, then get a smoothie, and blame it all on the universe." Ben told her with a joking tone at the end. The tired magician smiled and responded. "Sure."

"Did you try calling for help?" Zatanna asked still lying down.

"First thing I did but something is blocking the signal on my phone and watch." Ben told her. "I don't even know where we are."

Zatanna pushed herself up and was able to get into a sitting position. It felt like a herculean task causing her to pant, like she just ran a marathon. She took out her phone and went toward the map application.

Before Ben could tell her other wise she began to chant a spell. "_Wosh em erehw ew era! _" Then a red dot appeared on the phone showing they were in Arizona. Zatanna smiled at her success, but nearly fell off the board, if Ben hadn't caught her.

"Seriously take it easy." Ben scolded and she gave a grin and replied. "Do I get a lollipop if I behave?" She joked. This earned a chuckle from Ben who replied. "Maybe a juice box too if your lucky." This caused her to smile.

After a few minutes Zatanna spoke up again. "Why did the spell bring us here though? I mean the spell was supposed to track Ivo, not bring us here?"

"Maybe he's hiding out here somewhere?" Ben shrugged causing Zatanna to raise an eyebrow. "Why here? It would be easy to spot something going on, and I don't see any sign of anything." She told him looking around.

"You know it's weird." Ben said catching Zatanna's attention. "When you said that, it makes me think it is the right place." He added, which made sense since vilians tend to choose spots that most people wouldn't look.

Out of the corner of her eye, Zatanna spotted something, and turned to see what looked like buildings. "Do you see that too, or is it a mirage?" She questioned unsure if she was so exhausted that she started hallucinating.

Ben looked at the direction she was looking toward and nodded. "Yeah, let's check it out." He said and she nodded. They began to make their trek toward the town, Ben on foot and Zatanna sitting on the hoverboard.

Some time later they saw it was a town, but it appeared abandoned for at quite some time. Zatanna, who had regained enough strength, walked around and saw a sign of a building. "Looks like this place is called Slattervile." She said.

"Ok this is too weird, this looks like the same one in my dimension." Ben said a bit creeped out by how much alike it was.

"Got any information on this place?" The magician asked.

"Silver was discovered here in the 1800's, but after the 50's it ran out, so they all left." Ben informed her.

"Probably exhausted it during World War 2." Zatanna guessed.

"What's World War 2?" Ben asked with a smile, but Zatanna just shook her head. "Not this time alien boy." Zatanna responded. Every now and then Ben would pretend that his universe didn't have something that this one did, which resulted in Zatanna giving a horrible explanation.

"I still can't believe you believed that we didn't have Christmas." Ben said, laughing at the memory. "You know for a hero, you sure like to be evil." Zatanna replied then bumped into Ben who had stopped moving.

"Something wrong?" She asked as Ben just looked at the ground. "These look like tracks." Ben observed as he kneeled down to take a closer look.

Zatanna kneeled down as well and noticed this too. "Yeah you're right, they seem recent too." The two then saw that they lead into some type of old storage building. "The same again." Ben observed.

"What are you talking about?" Zatanna asks.

"I fought this alien bounty hunter named Kraab in here for the first time." Ben said reminiscing about it then rubbed the back of his neck sheepishly. "And I got my butt handed to me." He added.

"Shut up! You lost a fight!?" Zatanna replied, chuckling since all of his stories usually ended with him winning.

"Quiet!" Ben instructed sternly while tilting his head to the side. "No I wanna hear here this." Zatanna replied defiantly, not noticing Ben's gesture.

"Seriously listen!" Ben told her and she complied. When she did, she could hear some type of laughter coming their way.

"Hide!" Ben whisper shouted and the two ducked behind some crates, waiting for who or whatever to pass. Zatanna in order to try and see what was passing took out a compact mirror from her bag, which she still had with her, and used the reflection to see what was behind her.

She saw it was the same robot monkey's or MONQIs that Ben had fought. They were carrying a crate but Zatanna couldn't see what was in it. A MONQI turned it's head toward where the magician was hiding causing her to pull back the mirrior hoping it didn't see her.

She held her breath, as she saw a shadow come closer and her heart beat quickened. After what felt like an eternity, the shadow turned away and Zatanna released a breath she was holding in relief.

The two heard the sound of some type of elevator shaft going down. Ben looked over to see if the coast was clear, and once he determined it was he motioned for Zatanna to follow.

"Guess we found the secret entrance to the secret underground vilian hideout. Now how do we get in?" Ben wondered.

"_Wohs su woh ot teg ni._" Zatanna chanted and a nearby a part of the floor glowed white briefly. The magician smiled at her accomplishment, but started to get dizzy as if she came off a carnival ride. Ben was ready to catch her if she fell, but it left just as quickly as it came.

"I'm fine, guess the small stuff doesn't affect me as much, at least not like before." She told him and he accepted the response.

As Ben went to go down Zatanna stopped him. "Wait. We might set off an alarm." She stated, causing Ben to stop and think for a moment.

After a few seconds he snapped his fingers and told her. "I got an idea." He searched through his aliens until he found the one he was looking for. He slammed the core and there was a familiar green flash that blinded Zatanna momentarily. "Ghostfreak!" She heard Ben hiss.

"Ghostfreak? Isn't this the alien that tried to take over your body?" Zatanna questioned.

"Yeah but that's history, now grab on." Ben replied as he held out his hand for the magician to grab. She did and, thanks to Ghostfreak's powers, the two were intangible and went through the ground.

They went through a shaft that lead directly down, until they entered a metal hallway. Ben turned back to human once he made sure they were safe. "Not shabby. I'll admit that." Ben said complimenting the underground tunnel.

"It seems like a classic supervillain tunnel to me." Zatanna replied with a smirk and Ben reciprocated. The two then looked down and saw they were still holding each other's hand. This caused the two to immediately let go and turn away blushing.

"Sooo." Ben dragged out while rubbing his neck refusing to make eye contact.

Zatanna, who also wasn't making eye contact, was nervously scratching her arm. "So... We should probably start moving." Zatanna suggested while glancing over at the alien hero.

"Right let's go this way." Ben said as he started walking pointing toward his right, but walked into a wall instead. This caused Zatanna to giggle in amusement, and any awkwardness dissapeared.

"Maybe I should take the lead." Zatanna suggested with a smile. "Probably." He agreed and the two began walking down the hallway.

After walking a bit they came to a stop when they had three ways to choose. Left, right or straight? "Should we keep going straight?" Zatanna asked and before Ben could say anything they heard laughter coming from the front and right tunnels.

"Left it is." Ben urgently said, as the two ran down it hoping to avoid the what they knew were patrols. "Check this out." Ben said, looking as the walls now became into windows, to view an assembly line.

There were what appappeared to be parts of some type on the assembly line. But the strange part was it wasn't moving. Niether were the mechanical arms, that look like they are supposed to assemble and build at a constant pace, lay still.

"Don't these things usually build stuff, why isn't anything moving?" Zatanna questioned curios as to why it was shut off. "Uh coffee break." Ben jokingly suggested, but it didn't alleviate the worry Zatanna was feeling.

Before either could say anything else the assembly came to life suddenly. "_Well well well...if it isn't the shapeshifter._" A voice said on a PA system said to the two.

"Ivo." Ben growled. "How'd he know we were here?" Zatanna asked.

"_Ooo and I see you've brought a girlfriend. This must be a date._" Ivo teased.

Both Ben and Zatanna blushed at the comment. "We are not a couple!" They both yelled at the same time.

"_Awwww. How cute, you're in perfect sync._" Ivo replied then added. "_And as for your previous question missy. Did you really think I would leave my underground without means of detecting and monitoring an intruder? _" He asked.

Ben shrugged and replied. "Well we were kinda hoping. And what was with turning off your assembly lines, then back on? Dramatic effect?" He asked generally curious.

"Oh, you just happened to walk by when the routine maintenance checks were finished." Ivo replied.

"Look out!" Zatanna exclaimed as she made a wall of white mana blocking the paths of multiple mini rockets. When the smoke cleared from the blast Zatanna and Ben saw what had just shot those rockets.

It was several of dog sized robotic wasps buzzed in one direction, while just as many MONQIs hovered behind them. Like Ivo's MONQIs, they were black and green and had missiles as stingers.

"Now I see you've met my Weaponized Aerial Suppressor Pursuers." Ivo said.

"WASPs really?" Ben said unimpressed as he activated the Omnitrix and hit the dial. After the flash had died down Zatanna saw Ben turned into Fourarms. "Stay back." He simply stated then charged the robots and destroyed them with ease.

"That was nothing." Ben said with cockiness in his tone. However the laughter of more MONQIs and WASPs coming from the other end of the hall quickly worried him.

Zatanna was the first to react. "_Elota Objectia! _" She chanted, shooting a blast of white energy continously, until the were all obliterated. When it was done Zatanna didn't feel dizzy or tired. 'Guess I'm doing better now.' She thought to herself.

"_Congratulations you've made it through the first wave._" Ivo complimented sarcastically and the sound of slow clapping was heard. "_Fortunately for me, this is my factory._" He reminded them.

The two hero's then heard more laughter coming from both halls as WASPs came at them and started to shoot missles.

"_Esrever! _" Zatanna chanted making the missles coming in her direction, made a complete 180 degree turn, and hit the robots. Ben just charged at the robots taking the hits and destroyed them.

"He can do this all day if has too. We gotta get out of here." Zatanna stated and Ben replied. "Yeah, but how do we avoid his little science projects?"

"I got an idea." Zatanna told him looking at the glass that separated them from the assembly line. "But first. _Emit ot yrt tuo eht wen kool! _"And in smoke her casual clothes became her magician outfit. Which was white shirt, bow tie and gloves, a low cut yellow vest, a black blazer, black mini-shorts with gray stockings, and black boots reaching midway up her calves.

"Follow me." Ben ordered as he jumped through the window, shattering the glass, while Zatanna created a platform of white mana to float down.

"Now what?" Ben asked, since it was her idea, to go through the glass into the assembly line, but Zatanna merely shrugged her shoulders. "Honestly I'm making this up as I go really. I figured you would come up with something." She replied.

"Funny that's what I'm usually supposed to say." Ben said slightly amused, then turned his attention to a swarm of MONQIs coming. In response he ripped off a mechanical arm that was building parts, and got into a stance as if he was playing baseball. "Batter up!" He called then sung at the MONQIs destroying them.

"Split up!" Ben ordered as more robot were coming. Divide and conquer can work wonder's, but for who in this? Zatanna nodded and started running in one direction while Ben ran the opposite.

Zatanna was running around avoiding laser or missiles, while trying to fire back with her white fire balls. "_Mercuta Verditis! _" She called shooting a white magic blast taking down a multitude of the Robots.

"_Contego! _" Zatanna casted, creating a shield blocking a barrage of WASP missiles. "Need cover. _Neercsekoms!_ " She casted and suddenly a large black cloud of smoke appeared blocking the MONQIs eyesight preventing them from seeing where she was.

When the smoke finally cleared the robots saw she was nowhere to be found. So they went to look for her, but none thought to look up, where she used magic to lift herself in the air. She then saw a vent and entered it hoping she wasn't spotted, and praying that Ben was okay.

**With Ben**

He was still Fourarms and swatting down robots left and right. Once he smashed two more though, he saw no more coming at him. "What's the matter Ivo? Did I break all of your toy's?" Ben taunted.

"_Oh if Ivo's creations aren't much of a challenge, then how about mine?_ " A new voice said over the PA system. "Wait that voice. Who are you?" Ben asked.

"_As much as I would love to chat, you will be more or less engaged._" The voice said chuckling as a door opening and Ben saw a new robot but very familiar.

"_Let's see how you enjoy my creation._" The new voice anounced as a crab robot came walking out. But what really shocked Ben was that it was an exact replica of a Kraab the alien bounty hunter who tried to take the Omnitrix from him years ago. The only difference was this one had both arms as claws.

"So you made a robot crab huh." Ben said unimpressed, even though he was shocked at how it looked exactly like his old enemy. "I was in the mood for seafood anyways. But before that, what does crab stand for?"

"_I don't believe in such nonsense like that._" Was the reply, but Ben had an idea on what the real reason was. "You couldn't think of one could you?"

"_Yes._" He sighed. "_I kept trying but-. Why am I telling you this? Attack!_ " He ordered then the robot aim is left claw at Ben and launched it.

Ben moved to his right slightly and grabbed the claw with ease. Then pulled the cable the was connecting the claw with the rest of the body toward him with full force. This sent the robot coming at him at a fast pace for Ben to just stick his two hands out destroying the robot.

"Wow I'm so impressed." Ben stated sarcastically, then heard more come at him. He quickly dispatched them as well and once they were all destroyed he smiled, proud of himself. Meanwhile his new opponent just let out a chuckle. "_Foolish child that was just a distraction for your real opponent._" He informed Ben.

Before Ben could do anything, he felt his left shoulder being touched. He turned slightly and saw a hand whete the Omnitrix was, but before he could do anything, an electric shock was sent throughout his body.

Ben collapsed, and changed back into human. He was barely conscious but looked up slightly, and saw a familiar robot he faced. "Amazo." Ben groaned and passed out. When he did, the Ben Android picked up Ben and threw him over his shoulder, and began walking away.

But in the vents Zatanna witnessed this, and she was really worried. But she knew what she had to. She had to get Ben out and and she was determined to do it!

**Later**

When Ben regained consciousness, he saw he was in a cell of some sort. It was all grey, except for the blue barrier, which Ben deduced as some type of force field. The shapeshifter looked down at his wrist, and saw that his captors had put a metal arm brace around the Omnitrix, preventing him from activating it. "Aw man." Ben whined.

"We meet again Omnitrix. And so soon too, you must've really missed me." Ben heard someone say behind him. He turned and saw Ivo with a victorious smug.

"Ivo." Ben said while narrowing his eyes. "So where's your new assistant?" Ben asked.

"Assistant! I have never been more insulted." Said the new foe who came forward. "I am doctor-" He was about to introduce himself but Ben cut him off when he reconized who he was. "Animo?!" He shouted both confused and shocked.

"Correct Omnitrix!" Animo said with a smile. "It is I Doctor Aloysius, James Animo. I assume you've read my work."

"No, in fact all I know is your crazy, you like to genetically modify animals, and lost some award." Ben responded, listed.

His response only made this universe's Dr. Animo growl. "That award supposed to be mine!" He shouted, still clearly sore about it.

He then recomposed himself, and cleared his throat. "Apologies for the outburst."

"Nice to see you moved on." Ben said honestly impressed that he didn't hold a big grudge about some dumb award.

"And for you're information you are quite Inaccurate. I despise working with real animals now." Animo began to say and went on that he became a robotics expert and was fired for using company resources to make his robots illegally.

"So now you're Ivo's lacky." Ben said wanting to get under his captors skin. And maybe turn them against eachother, although that was probably a stretch.

"How naive, we're partners actually. Who do you think helped build my Amazing Amazo 2.0." Ivo corrected stepping aside as the android in question stepped forward.

"Wait if you both built it, why are you calling it 'yours'?" Ben questioned.

"It's called keeping things on the 'down low' as you children would say. Should the Justice League know that Ivo and I are working together they would be looking for me too." Animo explained.

"So even if I should be captured, as I nearly was, he would be able to continue our work, and with the upmost secrecy." Ivo added.

Ben grabbed his chin and thought over their plan. "Ok I'll admit not a bad plan." Ben complimented then asked. "But why tell me? I mean it seems a little flawed now."

"You see, you won't be leaving anytime soon. Now that we have you we can begin to examine that device on your wrist." Ivo replied.

"I probably shouldn't say this, but why not just chop my hand off or something? Not that I'm complaining though." Ben questioned, simply because he wondered why vilians after the Omnitrix wouldn't do that. It seemed like a simple solution right?

Animo then laughed. "You simple minded fool! You hold great power, yet you do not know the very basics of the device." He said.

"Original scans confirmed a theory of mine when I first layed eyes on the device." Ivo began to explain then a hologram came out of Amazo 2.0 eyes showing the Omnitrix.

"It appears it is connected to your DNA and-" Ivo tried to explain but Ben cut him off. "Yeah, I know that. Along with I can only use it, runs on self sustaining energy and a bunch of other science blah, blah, blah."

Ivo scoffed and continued. "Well did you know that should it be disconnected from your DNA by force it is designed to self destruct?"

"Say what now!?" Ben said alarmed and curious, as he looked down at his wrist.

Before they could explain further Amazo announced something. "_Intruder in Southwest corridor._" He informed them.

"Seems the girl is making her way towards you. We'll make sure to give a proper reception." Animo said then pressed a button, most likely to activate a security system, or send robots to intercept her.

"This is going to be fun." Ivo said, then pulled up a screen showing Zatanna walking through the halls. Ben was worried at first. But then wondered, 'Why is she in the open like that?'

He got his answer when a MONQI attacked her, she disappeared in smoke. "What is this, where is she?" Animo exclaimed surprised.

"Ha! She fooled ya." Ben said triumphantly.

"Deploy all robots if you have to, but capture her. If she gets out, she may be able to bring in those pesky heroes." Ivo ordered.

"There is no need to worry." Animo reassured Ivo. "For our surveillance system is still operational. She can't hide from us for long." He added with confidence, then turned to a computer with multiple different screens. But suddenly they all went black.

"Guess you forgot to pay your cable bill." Ben quipped amused by the turn if events, but then thought. 'Really hope she has a plan.'

**With Zatanna (Just after Ben was caught)**

'I really hope I figure out a plan.' Zatanna thought as she was crawling through the vents. She contemplated ambushing the Android as it walked away with Ben, but since Ben told her it had all the powers of the League, she figured it was foolhardy.

"What to do?" Zatanna wondered aloud.

She thought about escaping, but that was out of the option the second it entered her thoughts. No way, she was abandoning her Ben. 'Her Ben.' She thought for a second then shook her head, with blush on her face. 'Focus!' She reminded herself, and went back to thinking of a way to find Ben.

'The spell!' She thought as she pulled the book from her bag, and the hoverboard, which she put away earlier. She opened the book to the page to where said the previous spell and read it several times over, to see what she did wrong to get them transported all the way to Arizona.

After reading seventeen times, she realized that she pronounced it, just a tiny bit, differently. So after taking some deep breaths, she put the map app on her phone and recasted the spell, making extra sure she pronounced the every part of it correctly.

After a tense few seconds, there was a mark to where Ben was. But she needed a closer look. "_Mooz ni!_ " She chanted, then as if on a spy movie i zommed in and became a map for the entire underground structure.

"I'm in the South-West and I need to get to the north." She to herself and then had an idea. "_Etaerc na noisulli fo em!_ " She casted, as she opened the vent slightly, and a copy of her appeared in the hall. 'Hopefully that will distract them.' She thought

"_Etativel!_ " She whispered, as she gently lifted herself up a couple of inches, and began floating in the direction where Ben was being held.

After about a few minutes Zatanna felt her clone disappear, signifying that the MONQIs or WASPs must've gotten to it. "_Ekat tou eht saremac! _" Was Zatanna's next spell, which she hoped would disable the cameras, and cause some type of confusion.

As soon as the map told her she was within several feet of Ben's position, did Zatanna proceed more cautiously. She peeked down and saw Ben in some kind of cell with a blue barrier preventing him from escaping. What was a bit strange was he appeared to be amused at what was transpiring in front of him.

"You go out there and stop her!" She saw, whom she guessed to be, Ivo order another scientist. "Me I'm the one who's supposed to remain secret. You go out there!" The other replied.

"She won't know who you are Animo, and besides how hard can it be to take down a little girl." Ivo replied.

This made Zatanna a bit agitated, she didn't like being underestimated. At least now, for some reason ever since she and Ben took on Professor Zoom she felt more confident and capable of her abilities. "_Ekoms llif eht moor!_ " She chanted with her eyes glowing glowing a bit white, enough to where her normally blue eyes were still visible.

Then faster then, even she, anticipated the room filled with smoke coming out of nowhere. This sudden shock surprised her causing the white to disappear. But she broke out of her shock, and leapt down, using her magic to conjur a sphere of white mana, acting as a gas mask.

She heard the sound of Ivo and Animo coughing and avoided them. Once she knew she was at Ben's cell, she released him by shooting the controls. She grabbed him by his arm and called out her next spell. "_Abeo Exorior! _" Then she teleported them top side, in the middle of the abandoned town.

Once Ben realized what had happened, he gave her a grateful smile. "Thanks, and that was awesome." He complimented.

"It was no trouble." Zatanna replied then grabbed Ben's hand. "_Kaerb ffo!_ " She casted the breaking off the brace that was preventing him from using the Omnitrix.

"I guess I owe you two now." Ben said to Zatanna but noticed her panting, which worried him. But before he could voice his concerns she spoke. "It's...fine Ben...just over did it...a bit...I'll be...fine." She finished then fell forward.

Ben quickly caught her though. "I can tell, we need to get out of here." He told her, but she already passed out from exhaustion.

As Ben was about to turn into XLR8, he heard a noise something land behind him. He turned around and saw Amazo 2.0 along with Ivo and Animo accompanied by two crab's each, as body guards. He gently laid Zatanna on the ground and got ready to fight.

"Ah a perfect field test for our new creation." Ivo said.

"Ha." Ben said amused, then slammed the Omnitrix. As the green flash died down Ben called out his aliens name. "Cannonbolt! And I took down your overgrown action figure before, so I'll do it again." He declared.

"Wrong on two accounts Omnitrix." Animo stated.

"Firstly you weren't alone in your previous encounter with out android." Ivo stated.

Animo then gleefully smiled and said. "And secondly you assume this is the same, when in fact it much more improved."

Cannonbolt didn't listen to them, so he just curled up into a ball and launched himself at the android.

"_Access Fourarms._" The android called, then his two arms became four as he back handed the alien into a nearby building. As Ben was recovering he heard. "_Access XLR8._" Then Ben saw Amazo, with two arms now, send series of punches before he kicked Ben out of the building.

As Ben stood up Ivo and Animo took this to speak again. "You see in your last encounter there was a brief moment when you were human. And Amazo almost eliminated you if it weren't for that pulse." Ivo said with a smile.

Animo then began to speak. "And while that saved you then, it now destroys you. The reason is when that pulse was sent out Amazo's computer analyzed it and sent it back to me and it was plethora of information."

"Unfortunately much of it is coded, but we were still able to use what we could to add to Amazo's arsenal of abilities." Ivo told him.

"No need to analyze the Justice League's abilities one by one, when much more power can come from but one individual." Animo practically shouted with an evil laugh of excitement.

Ben now took this time to respond. "So you decided to copy me. Hm I don't know if I should be insulted or flattered?" He said then added. "One thing is for sure, you can't beat the classic's." Then rolled up and attacked Amazo 2.0.

"_Ghostfreak._" It announced as it became intangible and Ben went right through him. "_Wildvine._" Then extended arms to wrap around Cannonbolt, who was still in ball form, and pull him back. "_Fourarms._" Then grew two more arms and punched Ben into another building.

"I gotta stop crashing into stuff, it's bad for my health." Ben said then transformed. "XLR8!" Ben announced, then put his visor down, and ran in multiple directions, using his claws to attack the fourarmed android.

While there were a few scratches no serious harm was being down to Amazo 2.0, who retracted his extra limbs and said. "_Access XLR8._" Then chased after Ben, who was still running.

As Ben looked back to see how close the android was, he was there. Ben looked forward, just in time to see a fire blast, and avoid it. But burned slightly on his left arm though.

"_Access Heatblast._" The android announced, a bit late, then launched more fire balls. Ben dodged them all, but knew he couldn't do it forever. So he slammed the core and transformed again. "Upgrade finally." Ben said as he merged with the android, hoping to use his aliens ability to at leadt disable Amazo 2.0.

But to his surprise, he was shocked off and disoriented slightly. "Security feature of own." Ben heard Ivo point out.

"_Diamondhead._" Ben heard next then recieved a hard punch by something that wasn't a fist. Indeed Amazo 2.0 used Diamondhead's ability to form a hammer to attack Ben with, as opposed to the blades Ben would use.

As Ben turned into Diamondhead hoping to minimize the damage he took he prayed. 'I really hope dumb luck or a miracle comes to help me soon.' Then went back into the fight.

**With Zatanna**

When Zatanna regained consciousness, she looked around, and two things were strange. Firstly Ben was nowhere to be seen, second was that there appeared to have been a battle here. 'Ben must be fighting.' She thought.

Her thoughts were confirmed when she heard something crash, not to far away, and a stream of fire shot in the sky. 'Guess I don't need too look too hard.' She thought, then started to worry about Ben. So with all haste she began running toward the sounds of battle as fast as she could.

**With Ben**

Ben was again hit extremely hard, but as Fourarms currently, and his counterattacks had all failed. As he tried to punch the Android, "_Ghostfreak._" The fist went right through it.

"_Fourarms._" The Andriod said, and threw a double uppercut sending Ben into the air. "_Heatblast._" Then shot flames, at the now falling, hero.

As Ben landed, the Omnitrix beeped as it timed out forcing him to become human again. He got up though, and was breathing heavily from the pounding he had just received, as the android stood several feet away.

Then as if to kick Ben while he was down Animo spoke. "You were a fool to think you can take on my creation by yourself."

"Your little watch is out of power, you have no allies call, no friends to help you. Face it just give up." Ivo suggested.

Ben was gonna give a snarky reply, but then saw Zatanna and knew he had to give her an opening. "Wait so would I have to surrender to one of you or both of you?" Ben asked, feigning confusion.

Ben glanced at Zatanna who pulled out a spell book, and desperately tried to find a spell to aid Ben. But would Ben be able to give her that much time? If he did would it work?

"What do you mean?" Animo asked taking the bait.

"Well you built Amazo 2.0, so wouldn't you be in charge right? I mean Ivo created the first one, but you upstaged the original with this." Ben replied with a smile.

"That is true." Anino said, while thinking over of what Ben just said.

"Excuse me!" Ivo stated, as if being insulted. "But you built yours off my design, so still making it my creation." Ivo spat.

Ben smiled with satisfaction, even though they said they worked together. Ben figured they had a bit of an ego problem, like him sometimes, where they liked to be in spotlight. And Animo was more easily manipulated in this sense, since he is used to working without getting any of the credit.

"So wait, then like who's the one in charge?" Ben asked again, with false confusion.

"Me!" The two scientist said at the same time, then turned to eachother. "You!?" The also exclaimed simultaneously.

"I found you and helped you continue your work." Ivo said.

"I improved off your pitiful creations, and created technical masterpieces." Animo shot back.

"I am the original creator of Amazo. You just make the cheap knockoffs." Ivo stated.

"Well this 'knockoff' is about to defeat the opponent, that yours couldn't." Animo replied.

Ben was enjoying the show, which was evident by the smile on his face.

As Ivo was about to respond, a thought came to him which he voiced. "He's trying to distract us." He said, causing the two to stop their bickering. 'Times up!' Ben thought, as he really hoped Zatanna had a plan. "Amazo, destroy him, priority alph-" Animo started to say.

But nearby Zatanna had just finished in figuring out a spell that will hopefully help them. "_Discombobulus Mechano! _" She called out, as her hands glowed in a white flame and shot a stream of white mana at the android.

When it was hit a pulse shot out from it, affecting the four Crab robots, shutting them down. Ben's Omnitrix also sparked slightly, but that went unnoticed.

As the Android still didn't move, Zatanna asked. "Did it work?" The response was immediate. "_Access XLR8._" The android announced, running, and grabbing Zatanna by the throat.

As it was about to punch her, his body sparked and he was frozen momentarily. Zatanna saw this opportunity and took it. "_Meena Goh! _" She chanted released a stream of fire from both her hands at the robot, causing it to let go and be pushed back.

Amazo got up, announcing. "_Diamondhead._" And shot multiple brown shards at Zatanna. She quickly raised a shield, which held at first, but the sheer numbers overwhelmed it. As one shard pierced the shield it grazed Zatanna's arm, leaving a deep gash. She winced in pain, as she grabbed left arm to try and ease it.

"_Heatblast_." She heard Amazo say and turned to see him extend his arm. But like before his body sparked and froze, giving Zatanna time to jump out of the way.

**Ben**

While this was going on Ben was messing with the Omnitrix, trying to turn into an alien. "Come on work!" He demanded and the response was the dial popping up. He turned it and slammed the dial going for XLR8 again.

But after the flash he was surprised to be a small red alien who closely resembled an gremlin. He had a slightly long nose, fangs sticking out from his upper lip, spiky ears and a tail with a spear shaped tip. He wore a black and green uniform with an ascot and an aviator's hat and goggles. "Now is not the time for a new guy, especially a useless one!" Ben screamed at the Omnitrix, which was on his waist, like a belt buckle.

As Ben turned to the, now disabled, robot crabs he smiled fiendishly, as the aliens instincts kicked in. "Disassemble!" The alien proclaimed as he tore out at the robots, ripping off wires and parts, then scattered across the ground.

"Hehehehehe disassembling done!" The gremlin like alien cheered in a fiendish laugh while rubbing his hands together. "Now FIX FIX FIX FIX FIX FIX!" He yelled, as he lunged at the parts, and started to build something entirely new.

**Back with Zatanna**

As Zatanna was just trying to avoid the android's attacks, she was surprised when a green blast hit Amazo. This caused the robot to crash into the ground, creating a trench as he did.

Zatanna turned and saw Ben, as a weird gremlin, on a chair of some type of bronze artillery gun, that almost resembled a howitzer. "On! On! On! On! On!" Ben shouted cheerfully, slamming a button repeatedly.

The canon kept firing green blasts that hit Amazo, keeping him immobile. But suddenly smoke started to come out of the barrel. "On! On! On! On! On!" Ben shouted again, but this time with worry in his tone.

"_Arcticiguana._" Amazo said, once he recovered, and he shot an ice blast from his mouth. Ben was able to jump out just in time though to avoid being frozen.

"_Cannonbolt._" The android rolled himself into a steel ball and was heading right toward Ben. "_Meena Goh! _" Zatanna called, launching another stream of fire, throwing the android off course.

He quickly recovered though. "_XLR8._" Using the superspeed he ran and grabbed both of them, and held them in the air. "_Fourarms._" He said again and used his extra limbs to cover Zatanna's mouth.

As he was most likely about to kill them, his body sparked and paused once again. Ben then grabbed the hand that was holding him up and started ripping it along with the rest of the android. "BREAK BREAK BREAK BREAK BREAK BREAK BREAK BREAK BREAK BREAK!" He shouted urgently as he completely tore apart the entire robot.

When he was down he panted heavily from the effort. "Ben?" Zatanna asked.

"New alien. What do you think and what should I call him?" He replied.

"I don't know, but you really rigged that cannon." She complemented.

"More like Jury rigged it." Ben said, then thought over what he had just said. "Yeah Jury Rigg is the name!" Ben exclaimed.

Zatanna smiled, then winced, still in pain from the fight. She quickly used magic to bandage it, and it felt a little better.

As Ben turned back into human, they both realized something. "Animo and Ivo!" They said at the same time.

"Is that what you call them?" A new voice was heard, the two turned around to see Verdona in her Anodite form, with two mana wrapped, knocked out scientists. "Because I think 'annoying' would be the better term." She added with a smile.

"Grandma Verdona." Ben said, happy with her sudden appearance. "Wait, how did you know where to find us or that we were in trouble?" He asked confused.

"I got your distress signal, and came as soon as I could." She replied.

"Distress signal?" Ben said, confused, then Zatanna responded. "It may have been caused by my dismantling spell."

"Probably but then how did Amazo 2.0 still work though?" Ben asked confused. Before anyone answered that question though the ground shook. "What's going on?!" Zatanna asked in a panic.

"A self destruct system, hang on!" Verdona said, as she wrapped them in a violet mana sphere. When she deactivated it, they were at the edge of a giant creator, with the town and underground factory completely blown to bits.

"Guess they didn't want us to see what they were working on." Ben said.

"The Justice League should be here within the hour." Verdona said, causing Zatanna to panic.

"Oh I am so dead!" She exclaimed.

"Relax I can get you back to your house before they get here. But first-." She said.

**Few minutes later**

"Got your story?" Verdona questioned, as she prepared to leave with Zatanna.

"All good." Ben replied with a thumbs up, then turned to Zatanna. "You okay?" He asked looking at her injury.

"I'll be fine." She replied then handed Ben back his hoverboard. "This is yours." She said then, she and Verdona were gone in violet flash.

"Now I just wait." Ben said as he activate the hover board and sat on it, keeping his eye on the villains, after he grabbed Ivo's bowtie as a souvenir.

**With Zatanna and Verdona**

Zatanna and Verdona appeared in Zatanna's bedroom. It was a good thing her father had monitor duty, otherwise she would be caught in an instant.

"Oh I love the decor." Verdona complimented making Zatanna smile. "Thanks." She replied. "So what are you gonna do now?" Verdona questioned, curiously.

"I have school in like two weeks, so right now I need to finish my summer work." Zatanna said, with a yawn at the end, showing her exhaustion from today's events.

"You sound exhausted dear, you need rest." Verdona ordered.

"I am, but I..." Zatanna never finished, as Verdona put a finger on her forehead and said a spell. "_Somnus._" She casted, forcing Zatanna to go to sleep.

She then thought of a way to where she would avoid trouble if her father showed up. Snapping her finger's, when she had an idea, she used magic to put Zatanna on her bed with all of her unfinished summer work. Thus appearing that was what she was doing. She put headphones in her ears and had music playing and her phone off to the side, to assist the idea. Then Verdona used magic to have all the work finished. "Homework, so tedious." She said as she used magic to change Zatanna in sweats.

"Guess I'm done." As she prepared to leave, but before she did her eyes fell on a picture. It was of three people, Zatanna as a very young girl, a man, whom she guessed was her father, and a beautiful women. Verdona looked at it for a few moments with a weird feeling before leaving.

**With Ben**

"So, that's what happen?" Batman asked Ben, in a tone as if he was skeptical. "You were in San Francisco, when the Omnitrix picked up a signal, and were transported here and found Ivo, his secret associate and an underground factory."

"Yup then I kicked butt, got captured, escaped and kicked more butt. Then an explosion happened and you guys showed up." Ben finished gesturing to the crater, where multiple Leaugers were examining.

"Manhunter." Batman said to the Martian, with a look that said 'is it true?' The Martian's eyes stopped glowing as he viewed the two prisoner's memories. "It is true, though there is no recollection of them wanting to destroy their base." He replied.

Ben silently thanked Verdona for being able to adjust their memories before saying. "We done here? I'm kinda exhausted, long day."

"Very well." Batman said as Ben turned into XLR8 and ran off to the nearest Zeta tube.

"Batman." The Dark knight heard someone call behind him. He turned around to be confronted by Zatara. "I am detecting mystical energy throughout the area." He informed him.

"Elaborate." He ordered.

"I am not sure. All I can say is magic was used throughout the area, and from where we found Ben." He explained.

"Another thing." Superman said, as he now joined the conversation. "When you asked earlier if he was alone, I heard his heartbeat pick up a bit." He said, confirming Batman's feeling that Ben wasn't entirely truthful.

"Something wrong Zatara?" Superman asked noticing the magician a bit lost in thought. "I'm fine, I'm just worried about my daughter, I have been calling all day, but no response." He replied.

"Maybe her phone died." The blue boy scout tried to reassure then said. "Go home, we'll call you if we need you."

Zatara looked at Batman, as if his say was final, and to his slight surprise, the caped crusader nodded yes.

As he left Superman turned to Batman and asked. "So you gonna question him again?" He asked.

"No he'll just deny it, and suspect we don't trust him." Batman replied.

"So what are you gonna do?" Superman asked.

"I'll keep a eye on him, for now." He answered, then went to analyze any and all evidence.

**With Zatara**

Zatara entered his home, in Ivy Town after a long day. As he entered his daughter's room, he smiled in relief that she had been doing school work, and was asleep.

He saw she still had headphones in, and took them out, as well as looking at her phone which was out of battery. Which to him explained why she didn't respond. 'Guess Superman was right.' He thought.

As he put a blanket over her, she winced slightly, but was still asleep. Curious, he lifted her sleeve up and saw bandages wrapped around her arm. He left the room with a thought 'what did she do?'

**Mount Justice**

Ben entered the cave, with Robin and Superboy sparing, the former mostly avoiding the hit hits. "Hey Ben, whatcha been up too?" Robin asked, as he and Superboy paused their match.

"Tell ya later, right now I gotta eat." Ben responded.

"You sound like KF." Robin commented.

"M'gann made rice and chicken." Superboy said.

"And there's still some left?" Ben asked, surprised that Wally had not eaten all of it.

"Yeah Wally forgot to do his summer work, so he's been hitting the books today." Robin informed him.

"Sweet." Ben replied as he went to go eat. 'Glad everything worked out.' He thought.

**Unknown location**

In another meeting five screens with white figures were discussing what had transpired. "_This is un acceptable, we have lost both Ivo and Animo._" One voice said.

"_Remain calm, Animo was always expendable, and Ivo will not remain in captivity for long._" Another voice reassured.

"_The damages?" _One asked, slightly concerned since a facility of that caliber, which took time and money to build, had to be destroyed when it had only barely begun to function.

"_Minor, what's important is that we saved all the data, and we even acquired some new data._" Was the reply.

"_What is most important is that we remain in the dark, until we are ready to reveal out light._" One finally finished.

**I hope you enjoyed it. I added Animo just cause I thought it would be nice to have a Ben 10 series reference you know, and crab just cause let me know what you think. And just so I don't get sue, I took the WASPs idea from another story "Unlimited Justice" by "The Incredible Muffin." I couldn't think of an acronym for crab, that's one of the reasons why this took so long. Let me know what you think, whether on the reviews or PM. Anyway next chapter is gonna be from the show so it shouldn't as long. Take care.**


	6. Chapter 6

**Hey I'm back, here's the new chapter. This is from the show as well, so sorry for all the similarities, but I hope you enjoy some of the stuff I changed and added. Enjoy.**

**Mount Justice**

It was a beautiful summer day as Kaldure, M'gann, Superboy, Robin and Ben, who were all wearing swim suits, stepped out with various beach supplies.

M'gann took in a deep breath, filling her lungs with ocean air. "Hello, Megan! We should hit the beach every day!"

Robin grinned at her for a moment, before bowing his head in mock-remorse. "First, a moment of silence for our absent comrade."

M'gann's face fell a little. "Poor Wally." She said.

"May he overcome this great obstacle and prosper from the experience." Ben added dramatically, then they all went to enjoy the day.

**Central City**

Wally, unlike the others, had to go to school, so while they were having fun in the sun, he was stuck behind a desk. 'Worst part is I can't see M'gann in a swim suit.' He mentally groaned as the day passed by extremely slow.

**Mount Justice**

After a while on the beach, Ben went back inside. His excuse was that "he wasn't much of a beach person." But in reality he wanted to talk to Zatanna without the risk of them finding out.

So as soon as he got on his regular/mission clothes, he sat down and texted her. "_Hey what's up?_ " He sent.

He did not have to wait long for a reply. "_Not much._" It read.

"_So did your dad find out about, you know what?_ " Ben asked.

"_No, but he did ask about my scratch, but he believed me when I said I was practicing magic and did something wrong._" She informed him.

Before he could reply, she sent him a new message. "_I gotta go, my dad and I are gonna spend the day together._" It read.

This made Ben miss his own family for a second, but he shook it off and replied "_Take care._" Then he got up not sure what to do.

As he passed where the team would be either be training, or deployed on missions he saw something different, or rather someone one.

He saw the Cave's usual Leaguers, which consisted of Batman, Black Canary and Red Tornado. But another new figure was here, he was wearing mostly green with a hood, and had a bow and arrow. "Bat's why didn't you tell me we were having guests?" Ben questioned, as if he was hurt.

The four turned to him, and saw him walking over. "Does this mean we're getting a mission now, cause the rest of the team are kinda busy." Ben said.

"Not at the moment Omnitrix." Red Tornado replied.

"Just call me Ben dude." Ben told the robot.

"Very well Ben dude." Red Tornado replied, causing the archer to snicker a bit.

"Just Ben, my name is Ben, no need for any other titles right now." Ben said, a little annoyed by the robot, even though it was unintentional. "Apologies." The robot replied, sincerely.

"Anyways, what's going on though?" Ben asked.

"I assume you remember Green Arrow?" Batman said, motioning to the archer in question.

"Yeah." Ben said, then started to list off some facts. "Rich guy, robin hood outfit, and Black Canary's boyfriend right."

Batman then replied. "We were just discussing about a new addition to the team."

"So you want to add him as out new babysitter?" Ben asked, slightly insulted, and knew the team would feel the same.

Green Arrow and Batman shared a look, before the blonde archer replied. "Well since he's here, might as well as introduce her."

Then on que, the computer announced. "_Reconize: Artemis B-07._" Then came a girl who with blond hair in a long ponytail, with a green mask. She wore, green pants, boots, elbow length gloves and a sleeveless top that exposed her midriff, with an arrow design on it, which pointed up. She had a bow and arrow as well, though her bow looked different from Green Arrow's.

"Cool, new teammate." Ben said, then went up to her and held out his hand. "Name's Ben." Ben introduced himself.

The girl raised an eyebrow, but shook it anyways. "Artemis, but you already knew that." She replied.

"She's my new protege, and I figured being on the team would be good for her." Green Arrow said.

"You just wanted to get away from this guy, am I right?" Ben asked as a joke, which caused her to smile a little.

"Maybe you should show her around the cave." Black Canary suggested.

"Sure, come on." Ben said, while Artemis huffed, and mumbled. "Whatever."

"This is the kitchen, FYI M'gann likes to bake, so she's usually here." Ben said.

"You know they did this so we'd go away, and not hear there conversation right." Artemis informed Ben.

"Probably, but who cares." Ben shrugged, then added. "Plus it's probably boring stuff anyway's, I'm more of a just do it kinda guy, less talk more action."

"Same here, and where are the rest of our 'teammate's, taking the day off?" Artemis asked.

"They're at the beach outside, if you wanna meet them." He informed her.

"And why aren't you out there?" She asked.

"Not much of a beach person." Ben replied, simply, but she saw right through that. "You know, you need to do a better job of lying to me next time." She said.

"Wait, what?" Ben asked surprised, and a little nervous.

"Relax, I won't pry, just giving you some advice." She said, calming Ben's nerves, as he let out a sigh.

Artemis analyzed this, and added. "Though I'm guessing it's either something really big or something really embarrassing."

**Later**

As Ben finished showing her around, Batman called for them. Where they then waited for the other members of the team to show up after their beach day.

The rest of the Team introduced themselves to Artemis, who was at polite, but seemed a little tense. Ben figured that she probably wasn't used to working with teams and was more of a loner or something like that.

"So how long until Wally gets here." Ben asked Robin.

"Who's Wally?" Artemis asked, and right on que, the caves, computer announced his entrance. "_Recognized Kid Flash B-03._" As soon as he materialized on the teleporter pad, Wally dashed forward, wearing swim trunks and carrying beach equipment.

"All right, the Wallman is here, so let's get this party star…" Wally didn't finish, his sentence; as he tripped and fell on his face, his beach equipment spreading across the floor. "ted." He finished.

This caused Ben to bellow out in laughter; Artemis took a step and looked down at the sprawled speedster. "Walman huh? Love the uniform, what exactly are your powers?" She said with a smug look on her face.

Wally got up and glared at her, then turned to the rest of the Team. "Um, who is this?"

"Artemis." The blond girl said with a cocky smile. "Your new teammate."

"Kid Flash." Wally, rudely, replied. "Never heard of you."

"She's my new protégé." Green Arrow cut in, causing the speedster to be confused even more. "New protégé, but what happened to your old one?" He asked.

"_Recognized Speedy._" The computer announced Emeveryone in the room turned to see a red and black clad form of Green Arrow's ex-partner. "First he doesn't go by Speedy anymore, call me Red Arrow now."

The red archer continued. "And second who are they?" He asked gesturing toward Ben and Artemis.

Ben then took the opportunity to introduce himself. "Hi, names Ben 10, though the hero name is Omnitrix now, savior of the universe and from another dimension." Ben said, while going up to him and extending his hand.

Roy looked at him as if he was joking, so he ignored him, then gestured to Artemis. "Can she even use that bow?" He asked.

Tired of being addressed as if she wasn't in the room, Artemis looked him in the taller man in the eye. "Yes, she can." She replied, defiantly, almost challenging the other archer.

"Who are you!?" Wally still demanded to know.

She's/I'm my/his niece." Both green-clad archers said at the same time. "Another niece?" Robin whispered to Aqualad, who remained silent.

"She's not your replacement, Roy." Green Arrow said, using Red Arrow's real name. "She wanted to learn, and I taught her. You can't fault me for that. You're the one who wanted to go solo."

"Who said I was upset?" Red Arrow asked. "I just want to make sure that the archer on the Team knows what she's doing."

"Denial." Ben mumbled, but most heard it.

"She does." Green Arrow replied with absolute certainty, clearly having faith in her.

"We have no quotas on archer's, there is always a place for you on here." Aqualad said.

"And even if we did, you'd know who we pick." Kid added, clearly showing his dislike for the female archer.

Ben decided to speak up. "Since you're here, I'm guessing it's for a reason" Ben said.

Red Arrow nodded and replied. "I thought this mission would be right up your alley."

"And that would be...?" Ben prompted.

"Doctor Serling Roquette." Red Arrow said simply.

Robin went over to the Cave's computer and pulled up a file on the doctor. "Nano robotics expert from Royal University in Star City; vanished two weeks ago."

"Abducted two weeks ago." Red Arrow corrected, "By the League of Shadows." He informed.

Ben heard some gasps, and ignorantly asked. "What's the League of Shadows?"

"The League of Shadows is an organization of spies, assassins and mercenaries." Batman, briefly, explained.

"You're on this team and you didn't know that." Red Arrow scoffed, while looking down at Ben, in disappointment, who seemed to not care.

"So you need us to help rescue her?" Robin asked, excitedly.

"Hardcore!" Wally exclaimed, while high fiving Robin.

"I already rescued her." Red Arrow told them, much to the Team's disappointment. Then walked up to the computer and, brought up a picture of an insect like robot.

"There's only one problem, the Shadows had forced her to create a weapon that she calls The Fog. It's comprised of millions of microscopic robots; nanotech infiltrators, capable of disintegrating anything in their path, concrete, steel… flesh." He explained, but he wasn't done.

"But it isn't just destruction; it's also theft. The infiltrators eat and store raw data from any computer system, and deliver the stolen intel to the Shadows. That gives the access to weapons, strategic defense, cutting-edge science and tech…" He finished.

"Perfect for extortion, manipulation, power broking…" Artemis sighed. "Yeah, sounds like the Shadows."

Wally rolled his eyes. "Like you know anything about the Shadows." Artemis merely smirked, which infuriated him even more. "Who are you!?" He shouted again.

"Artemis, we already established that, like three times already." Ben, obviously, pointed out, clearly annoyed by the speedster.

"Roquette is working on a virus to render the Fog inert." Red Arrow said, bringing their attention back to the mission.

Robin's eyes went wide. "But if the Shadows know she can do that…" He started to say, but Roy beat him to the punch. "Then they'll go after her."

"So where is Dr. Rocket?" Ben questioned, completely butchering the name.

Ignoring that, Roy explained. "Off the grid, I stashed her at the local high school's computer lab."

"You left her alone!" Green Arrow exclaimed.

Red Arrow shrugged. "She's safe enough, for now."

Green Arrow stepped forward. "Then let's you and I keep her that way."

"You and I?" Red Arrow echoed, "Don't you want to take your new protégé?"

Green Arrow opened his mouth to respond, but felt a hand on his shoulder; he turned to see Batman give him a look and sighed. "You brought this to the Team; it's their mission." He gestured towards Artemis, "Which means that it's hers, too."

"Then I guess I'm done then." Roy said as he walked. "_Recognize: Speedy._"

"That's Red Arrow B-06 update." He said, as he was teleported out.

"All right people it's Hero time." Ben said.

A short while later, the expanded Team was assembled in the Cave's hangar, checking their gear one more time if they needed it.

"So who's in charge? Nobody really told me that." Artemis questioned.

"Be-I mean Omnitrix is the leader." M'gann said, usure since Ben didn't really like being called by his new hero name, if he didn't have too.

"Really, him?" Artemis questioned, since he appeared to the youngest. Plus since she's only seen him on the news for a few weeks, she assumed he didn't have alot of experience, plus his childish behavior added to that theory.

"Surprised me too, but apparently I'm better than Tweety Bird and Speedy Gonzalez's." Ben joked, while gesturing toward Robin and Kid Flash, both of whom rolled their eyes.

Before Artemis could question any further, Aqualad stepped in. "It was a unanimous decision."

"So what's our ride?" Artemis asked, accepting Ben was the leader, but still not sure about it.

"Here she is." M'gann said, revealing, the now, decamouflaged Bioship. "I forgot to deactivate the stealth mode."

"Whatever the case, let's go, we have a scientist to protect, and robots to stop." Ben ordered.

Once they boarded the Bioship and sat down, they were off. Ben saw Artemis going over her arrows and recognized them from there encountet with Amazo.

"So it was you that helped us during the fight with the android." Ben said to her.

Artemis shrugged. "I happened to be nearby, saw the robot about to squish Baywatch, so I thought I'd lend a hand." She explained.

"Thanks by the way." Ben said.

**At the High School**

Once introductions had been made, Ben had Superboy and Miss Martian outside, while everyone else was inside, either near the doctor, or patrolling the halls. Once everyone was in place, Miss Martian established a psychic link to the entire Team, including Roquette.

"_Everyone online?_" Miss Martian asked, through the psychic link.

Everyone gave a simple 'yes', save for Artemis, who looked at her hands as if seeing them for the first time. "_This is so weird._" She commented.

"And distracting." Roquette snapped as she typed away at a computer. "_Coding a distributed algorithm virus on a kiddy computer with less RAM than a wristwatch is hard enough, now I have to hear teen think in my skull._"

"_Lady, do you always complain when someone tries to help you?"_ Kid Flash asked.

"_Pot, kettle._" Artemis said, gesturing from Roquette to Kid Flash. "_Have you met?"_

"_Hey!"_ Kid Flash glared at her. "_I don't need attitude from the newbie!"_

"_I'm not a newbie."_ Artemis snapped, standing up.

"_Fate of the world at stake here!_" Roquette shouted, mentally, throwing up her hands in exasperation.

"_She started it!"_ Kid Flash said.

"_Okay three things._" Ben said intervening. "_1 both of you shut it, 2. Artemis patrol outside and 3rd this weapon of yours is more like a 4 out 10 on the fate of the world scale._"

While Artemis complied, Roquette groaned. "_Couldn't get the Justice League._" She complained.

"_You might want to cut her some slack, it was her arrow that saved your butt against Amazo, after all._" Robin reminded the speedster.

"_What? No way, that was Spee-I mean Red Arrow. Right? _" Kid Flash replied.

"_Afraid not._" The Boy Wonder replied.

"_Well I'm still not giving her the satisfaction._" He thought defiantly, completely forgetting about the mental link.

"_You just did._" Ben pointed out, just before Artemis said. "_I can still you hear you._" Causing the speedster to groan.

Back with Ben and Aqualad, who were guarding the doctor, were both looking around the room, making sure there were no intruders, when Ben spoke up. "_You know I could-_" He started to say but was cut off by the doctor.

"_I don't need help from some feeble minded teenager._" She said, rather rudely, Ben merely shrugged it off though.

"_Even if we can stop this weapon of yours, it won't be of any use unless we can track it._" Aqualad pointed.

"_Good thinking, can you track the weapon?_" Ben asked.

"_My Utility-Fog is not a weapon._" Roquette snapped fiercely. "_It's science, brilliant science, and of course, I can track it, but I'd have to go online. I might as well put up a billboard with this address and the words 'assassinate me' written in neon._"

"_If it can destroy things, and bad guys are using it, it's a weapon._" Ben said, causing the scientist to groan again. "_Also._" Ben added, then put a hand on Roquette shoulder, and gave a sincere smile. "_We'll protect you._"

Roquette, for reasons she didn't know, soon found herself believing him. So with nod, she turned back to her computer typing in a few keys and a few seconds later, a new window popped up on the screen. "_Tracking The Fog now._" She announced.

**Meanwhile Outside**

While the tracking program did its work, the teammates outside were on high alert. The enemy had been alerted and there was a good chance that the Shadows would be coming after Roquette now.

Superboy's hearing caught the sound of rustling branches in the trees surrounding the school, but didn't see anything. To get a better vantage point, he jumped to the top of the school. Using his infrared vision, he still saw nothing suspicious. So he concluded it was some animal, like a squirrel or a raccoon.

Superboy jumped down, landing easily next to Miss Martian and Artemis. The two girls nodded, signaling that the area was clear, then Superboy resumed his patrol.

"_Hmm_." Artemis said, watching Superboy leave. "_That boy._" The clone in question turned around briefly, raising an eyebrow, before moving on.

"_He can hear you!__"_ Miss Martian said, annoyed, "_We can all hear you!_ "

"_Oh, I know._" Artemis said, much to the Martian's irritation.

"_Miss Martian, Roquette found the Fog, cover for Superboy, while he and Robin go after it._" Ben ordered, Miss Martian then brought the Bioship ship down for the two members to take.

"_You embarrassed Superboy!_" Miss Martian snapped, after the two left

Artemis shrugged. "_I didn't hear him say anything._"

"_Must you challenge everyone?_" Miss Martian demanded.

"_Where I come from._" Artemis replied, with a very serious tone. "_That's how you survive._"

The two of them were so busy arguing, that neither of them noticed the figure that flipped over the fence next to them and infiltrated the school.

**Inside**

"_I'm gonna go patrol the halls, Kid stay in front of the lab and keep lookout while Aqualad stays with the doctor._" Ben instructed.

As soon as he stepped out, Wally was there and gave a mock salute. Ben activated the Omnitrix and looked for the alien he wanted before pressing the dial.

The flash caught Roquette's attention who became momentarily distracted with her work. She turned and saw Ben had turned into Wildmutt. "_What is that?__" _She asked in shock and confusion.

"_It is Omnitrix's ability, he has a device capable of transforming him into aliens._" Aqualad answered.

Kid Flash then began to speak. "_It's like this really cool watch on his wrist, he just pushes a button and-._" He began to explain but was cut off when there was a large roar, startling them.

"_What was that!?_ " Roquette questioned in fear, as if something was going to attack them.

Miss Martian then began to explain. "_Unfortunately, even in the psychic link I can't seem to translate his um language._"

"_But it can't see, so what's the point of turning into some ugly orange fur ball that you can't understand?_" Roquette asked, reauming her work.

"_It is capable of sensing things, most can't._" Aqualad explained.

**Later**

Kid Flash stood guard at the entrance to the computer lab, his eyes caught a shadow moving in a hallway and he dashed after it. He followed the shadow to the school's indoor pool, and into a mess of marbles that had been laid out just for him.

He barely had time to see a black boot, before it kicked him in the face, and then everything went black.

Satisfied that the hero was unconscious, the assassin known as Cheshire rolled him into the pool, certain that he'd drown. Not that she cared either way, since he wasn't her target; that was past the post that Kid Flash had abandoned.

As she exited the pool area, she and began making her way to her target she saw Wildmutt charging at her.

She front flipped when he came close, and used it's back as a springboard to push herself farther from him, while throwing shurikens at him.

They were merely swatted away by the time she landed on the ground. Wildmutt then gave a large roar, that echoed throughout the school. "So much for quick and quite." She grumbled.

**With the other's**

Aqualad was still with Roquette, both of whom froze when they heard Wildmutt's roar. "_Miss Martian, Artemis and Kid Flash, converge of Omnitrix's position. I will continue to guard the doctor. _"

Both Artemis and M'gann both gave a simple "yes" but no reply came from Kid Flash. "_Miss Martian search for Kid Flash._" Aqualad said, modifying the order.

As the two women ran down the halls, Miss Martian made a sharp left turn and found Kid Flash floating in the school's pool. She quickly levitated him out of the water and began performing CPR.

Meanwhile Ben and Chesire continued to battle, mostly with Ben attacking and Chesire dodging. "This is a waste of my time." The assassin complained before throwing a sphere at the orange, dog like alien.

When it hit the ground it evaporated into a pink smoke. Since it was so close to Ben, naturally he breathed in the smoke a bit. But immediately regretted, as it burned his throat. Wildmutt used both of his paws to grabbed and was coughing, puffing and roaring trying to get it out.

"That ought to keep you busy." Chesire said as she bolted toward the computer lab.

Ben transformed back into human and was still coughing. Then the Omnitrix lit up slightly and announced. "Foreign contaminant." And a small green light was sent throughout his body, and the effects began to fade.

Soon he was just breathing deeply, when Artemis showed up, with an arrow ready to be shot. "The doctor!" Ben said, simply as they both ran to the computer lab.

**With Aqualad**

The atlantean was on high alert, he had his water bearers drawn, but not activated. While the doctor picked up the pace with her work, undoubtedly influenced by the assassin in the halls.

As Aqualad scanned all the entrances, he failed to notice one of doors open slightly. Then two shuriken were thrown at the doctor, but thankfully Aqualad blocked with his arm.

"That must've hurt." Chesire said, drawing her sai's and charging at him.

"Atlantean skin is quite dense." Kaldure dryly replied, forming sabers with his water bearers. While Roquette chose to stand and back away from the computer.

"And my shuriken are quite poisonous." Chesire said as the two were engaged in close combat. Cheshire was able to get the upper hand as she sweeped Aqualads legs, causing him to fall.

Wanting to finish the mission quickly she threw her sai right at the Doctor. But Aqualad turned one of his swords into a whip and shift it's course just enough, so it imbedded in the wall mere centimeters from her face.

"That was close, poison slowing ya down?" Chesire taunted as the two locked weapons.

Aqualad merely narrowed his eyes and said. "Jellyfish toxin, I am largely immune." Then Chesire then headbutted him, causing him to fall on the floor unconscious.

"Largely." Chesire said, as she raised her remaining sai to finish Aqualad off. But it was shot out of her hand by an Arrow.

She turned and saw Artemis with a serious expression on her face. "Don't move." Artemis ordered, pointing another arrow at her.

"Interesting." Chesire said, a little happy for some reason. Quickly she took out a collapsible sword and began blocking arrows, which were fired at a rapid succession.

Know she didn't have long, Chesire once again threw shuriken at Roquette but to her surprise they were caught by bandages mid air.

She turned and saw Ben, who had transformed into Snare-oh, at the other entrance. "Now let's wrap this up." Ben quipped, sending more of his mummy like bandages at her.

Chesire merely dodged or cut down the barrage of arrows or bandages. "Didn't you learn anything in our last encounter?"

"I did, and that's you can't handle a real hero without taking cheap shots." Ben replied.

"Now is that the time for talking." Artemis pointed out, still firing arrows.

"Actually I don't mind a little playful banter." Chesire said, as she went on the offensive again, using her sword to try and slash her. But Artemis used her bow as a staff to block the attacks.

She was stopped once Ben grabbed her by the arm and threw her across the room. But she was able to land safely. "Guess we have something in common then." Ben said.

"Are you seriously flirting now?" Artemis asked annoyed.

"Nah, I'm way out of her league." Ben said, with full confidence.

Before Chesire could reply, Miss Martian and Kid Flash came, and Aqualad regained consciousness. "This is getting a little too interesting now." She said, actually worried she might be captured, so she threw down a smoke bomb

Kid Flash charged through the smoke, but Cheshire was already gone. Instead, he collided with Artemis, then quickly backed up.

"Is… is she gone?" Roquette asked fearfully, Ben transformed back into human and said. "Looks like it."

"She's getting away! You're letting her go!" Roquette said disappointed in their performance.

"It could be a ploy to lure us away, making their task less challenging." Aqualad suggested and the scientist shut her mouth.

"This is all your fault!" Kid Flash shouted at Artemis. "You were on perimeter! How did that Shadow get in?"

Artemis narrowed her eyes, but Miss Martian cut in before the archer could speak. "That's not really fair; I was outside too."

"Outside… being distracted by her!" Kid said, refusing to cut Artemis any slack, then his tone changed to a much calmer tone, as he began speaking to the Martian. "Besides, I can't stay mad at you." He smiled. "_You gave me mouth-to-mouth._"

"_We heard that._" Everyone else yelled, reminding the speedster that the psychic link was still active. "Dang it!"

"Weren't you supposed to guard the door, how did you get to the pool?" Ben reminded the speedster, who groaned.

While Kid Flash sulked, Miss Martian smiled at Artemis. "I didn't do half as well on my first mission, and I know you can't have been Green Arrow's sidekick for long."

Not sure if that was a compliment or an insult, Ben butted in before another argument could develop. "The Shadow people tried once and failed, which means they're gonna try again."

"_Robin to Omnitrix._" Robin said urgently on the comms. "_We tracked The Fog to Philadelphia, but we were too late; the Shadows hit the STAR Labs that was based here. There's nothing left The Fog leveled the building, and now all of their cutting edge research and tech is in the hands of the enemy!"_

Ben sighed just before Robin asked. "_So, what's our next move?"_

"Scan for The Fog again; we need to find it before it hits another target." Ben replied before looking at the team and adding "We're moving the doctor."

**Later**

Artemis and Kid Flash guarded Roquette while she worked. While Ben, Miss Martian and Aqualad remained outside, patrolling the perimeter.

Artemis had begun pacing behind Roquette, only to stop when she felt eyes on her. She glanced up and saw the Kid Flash's glaring daggers at her, she reciprocated expression with equal venom.

"_Play nice__, both of you._" Ben said, through the psychic link.

"_What?"_ Both asked, at the same time.

"_You guy's remind me of me and Gwen._" Ben simply replied.

"Great now I'm Grandpa Max." Ben complained aloud as he and Aqualad patrolled together.

"Miss Martian, remain camouflaged and patrol the south! We'll take the west area!" Aqualad said, taking some initiative.

Ben had to wonder, if he didn't show up, would Kaldure have led the team. He didn't have time wonder for long, because he and Aqualad soon were knocked unconscious.

"Guess a little more brute force did the trick. Okay, boys, we need to take out the target before the Martian returns." Chesire ordered to her two new companions, Black Spider and Hook.

Black Spider was a slender man wearing a tight, black outfit, with large goggles covering his eyes. Hook was a giant of a man, wearing a long, ragged coat over his bare chest. His right arm was replaced by a huge a metal hook that could be launched and retracted by a thick chain.

Black Spider entered the building first, kicking down the door and crouching low. Kid Flash tried to hit him, but the assassin flipped up to the ceiling and stuck there. He shot his webbing from his gauntlets, but Kid Flash dodged, then picked up and hurled a trashcan at the assassin. But Black Spider easily avoided the attack, then dropped down to engage the speedster in close combat.

Artemis aimed an arrow at the arachnid themed villain, but the sound of breaking glass behind her made her turn. Hook had crashed through the window behind her, then used his hook to bring a bench between him and Artemis' arrow, which she had shot the moment he entered.

The archer kept up a barrage of arrows as she addressed Roquette. "Don't stop working." She ordered, not taking her eyes off her opponent.

As Roquette went back to typing, Cheshire silently opened the window on the other side of the building and took aim at the scientist with a crossbow.

She fired, but a bench, moving on its own, placed itself between the arrow and its target. Cheshire snarled as she recognized telekinesis. "The Martian is here! It's now or never!"

Black Spider punched Kid Flash in the gut, winding him for a moment, then used his webbing to drag the floating bench out of the way. With a clear shot, Cheshire jumped down in front of Roquette. Artemis tried to shoot the assassin, but a massive hook knocked her down. Roquette tried to get away, but Cheshire was faster, kicking the blond woman in the back and knocking her to the floor.

As Cheshire raised a Sai to kill the doctor, Roquette's head suddenly twisted 180 degrees, while her skin changed to green. Miss Martian smiled triumphantly at the success of the Team's ruse.

Cheshire snarled again, as she realized that they have been played. "We've been duped!"

Unknown to them, Ben and Aqualad, who pretended to be unconscious, took Roquette to a small internet cafe. "This was an impressive plan." Aqualad complimented.

"Bad guys always fall for the possum routine." Ben replied then looked at the doctor and asked. "How's it coming?"

"Be done already if I had a better computer." Roquette complained.

This caused Ben to loudly groan, as he activated the Omnitrix and turned into Upgrade. He then attached his hand on the computer and, like his name, upgraded it using his powers. "Better?" Ben asked.

After shaking her head abit, Roquette asked. "Why didn't you do that earlier?" She asked, as she began typing rapidly.

"I tried to tell you earlier." Ben replied staying alien.

"Well thanks, I was already almost done anyway, sooner with this." Roquette said, working even faster now.

**Philadelphia**

Robin followed The Fog's signal to its next target, and when he saw it, he felt dread forming in the pit of his stomach.

"The next target is a WayneTech facility." He said. "In theory, its systems' software could be used to hack the…" He trailed off

"The what?" Superboy asked when Robin trailed off.

"Doesn't matter." Robin said, "But what does matter is that WayneTech operates with a 24 hour workforce, we'll never get everyone out in time!"

**Happy Harbor**

"You'll never find Doctor Roquette!" Miss Martian declared as she shapeshifted back to her normal form.

"Never is such a long time." Cheshire said, then turned to Hook. "Pursuing target, keep them busy!" She ordered.

While Hook kept Miss Martian at bay, Artemis recovered just as Cheshire ran out of the building. She got up and ran after her.

"Pursuing their leader!" She called out as she ran past Kid Flash. "Take the rest down!"

Kid Flash punched Black Spider in the face before turning to glare at her. "You are so not the boss of me!"

"Just do it!" Artemis yelled over her shoulder. Outside now, Cheshire stopped where she had left Ben and Aqualad, and noted that they were no longer in there.

"Oh, I do not like being played." She complained.

She tapped the side of her mask, and the lenses suddenly began to glow orange; now she was able to see the residual heat signatures of their footprints, and followed them. She only got a short distance when she heard a whistling noise behind her. She quickly pivoted on one foot and kicked an incoming arrow out of the way.

"I was hoping it would be you." She said to Artemis, who was reading another arrow, but by then, Cheshire was leaping up to the nearest rooftop.

Not wanting to lose her, Artemis ran after her, occasionally firing arrows, but all missed. Cheshire stopped when an arrow hit the chimney in front of her. Before she could react, a purple gas hissed out of the arrow, making her cough and fall limply to the ground.

Artemis reached the fallen assassin with another arrow ready. She warily circled Cheshire, then moved in closer to secure her. As soon as she was close enough, Cheshire kicked out, knocking Artemis down .

"The mask has built in filters." Cheshire said smugly, as the two began to engage in hand to hand combat. Soon they were in an arm lock. "Better luck next time, kid," Cheshire said, before knocking her out, with a headbutt.

**With Ben and Aqualad**

The two were still waiting for either an attacker or for Roquette to finish the virus, preferably the latter. Everyone then heard a noise, and saw the door opened slightly with smoke coming in.

"We have company." Aqualad stated, using his water bearers to create sabers.

"Finally, I was getting bored." Upgrade added, while he and Aqualad readied themselves for came through that door.

What they didn't know was that Chesire was hinding in a vent behind them. She dropped down after she fired several poisoned darts at the Atlantean's arm. This caused the two of the to turn around.

"Let's test that jellyfish immunity." Chesire said when she landed.

After shaking his head Aqualad charged but was stopped by Ben. "Take five, better yet take ten. I got this." Ben ordered, knowing that this poison must be stronger then the one before. Aqualad nodded but fell unconscious, due to the toxins.

"Taking me on by yourself, I don't know if that's brave or foolish." Chesire said.

"XLR8 should finish this fast enough." Ben said, slapping the insignia on his chest. But after the flash he turned into a green gooey figure, with a tiny UFO above his head. "What! I'm a giant booger." Ben complained, his voice sounding like he was underwater.

Chesire chuckled at his misfortune, before charging at him. Ben reacted to this, unconsciously, by forming his upper half into a 'U' shape, causing Chesire to miss.

"I see, so that walking pile of goop is able to mold it's shape." Chesire said.

"Goop, thanks for the new name." Ben replied.

Chesire then charged at him again and stabbed him through the chest. Ben didn't feel anything, but there was a sizzling noise, indicating that something was burning.

Chesire pulled her sai out, and the part that was in this new alien, had completely melting off. "Acid, cool." Ben said, as he launched his whole body at her.

**Philadelphia**

"It's downloading!" Robin said, looking at his holo-computer, as the door opened to let the heroes out.

Superboy looked out at the ground and saw a van drive up to the WayneTech building, the vehicle opened up to reveal a red-robed man wearing a silver, one eyed helmet, this was Ojo. Next to him was a large container, which the clone recognized as the deployment mechanism for The Fog.

"Don't need it!" Superboy said, then jumped out of the Bioship. "Superboy!" Robin called out after him.

Ojo, saw the clone diving towards him, and fired a powerful energy beam from his helmet, sending Superboy crashing to the ground. Ojo then released a gray cloud from the container, which then headed for the WayneTech building.

Inside, the security guard was shocked to see a metallic cloud literally eat its way through the doors and fly past him, followed next by Robin. He knew that Robin was a hero, but his training took over. He hit the alarm, which began lowering a large gate in Robin's path.

"WayneTech override, RG-4!" Robin yelled, stopping the gate and allowing him to slide under it.

**Happy Harbor**

Miss Martian narrowly dodged another attack from Hook, before looking over at her teammate. "_Kid Flash, we need to end this, now!" _Miss Martian said.

The speedster ducked under a burst of webbing, then grinned at the Martian. "_It's like you read my mind, beautiful._"

Kid Flash scowled when Black Spider's webbing finally hit him, but then he got an idea. He spun in place, wrapping the web around himself, but since it was still connected to the assassin, it drew him in. It went by too quickly for Black Spider to react; so he was pulled forward at incredible speeds, only to have his momentum halted by a pair of booted feet to his face, instantly and painfully knocking him out.

Miss Martian, on the other hand, simply hovered in place, while Hook launched his namesake at her. She easily caught the hook with her telekinesis, then hurled it back, striking its owner right between the eyes and rendering him unconscious.

"Woo!" M'gann cheered. "I got mine!"

"Great." Kid Flash said, slightly dizzy from the spinning and thoroughly tied up. "A little help please?" He requested.

**Philadelphia**

The Fog was eating its way through the WayneTech building, while panicked employees ran for their lives. Desperately, Robin searched for a computer that they could use to upload the virus.

Finally, he made his way to the cafeteria, where the cashier stood in shock, as the Fog ate the ceiling above her. Robin pulled a cord from his glove and plugged it into the computer.

Robin began muttering to himself, as he started to hack. "Please be connected to the mainframe, please be connected to the mainframe."

**Back**** with Ben**

Chesire was able able to avoid the full brunt of the assaults. But part of her sleeve got caught, burning it, she didn't get hit herself, but she had to be careful.

This went on for a few more times until Chesire threw more shuriken at Ben. Most went straight through the body, but one scratched the tiny UFO.

"Ow! What was that?" Goop questioned, rubbing his head.

Chesire saw her chance and threw another barrage shuriken aiming at the UFO. Ben avoided them, but Cheshire knew he would. So while he was distracted, she got behind him kicked the floating device out of the room.

Goop then fell into a puddle, as if he was just ice that had just melted. "Hey, no fair!" Ben said.

"I don't play fair, I play to win." Cheshire replied, a little annoyed.

"So quick question, to join this Assassins Creed thing, do have like auditions or is strictly invite only?" Ben asked.

"You thinking of joining? Because you may be useful." Chesire replied.

"Just kinda curious, I usually don't meet too many assassins. People who wanna destroy me yeah, but they're more of the obvious straightforward kind of bad guys." Ben said.

"I'm not surprised, and frankly I have a similar problem too. It's incredibly annoying having a target on your back. Don't you agree?" Chesire said.

"Sometimes, but I love seeing their reactions when they fail." Ben replied.

"You should be stopping her not having a conversation!" Roquette said, annoyed by the fraternization between the two.

"Actually I was trying to distract her from killing you!" Ben pointed out, causing the scientist to gulp in fear.

"And it was working too." Chesire added, walking closer to the scientist who looked at the computer she had been working on.

Chesire also glanced at it and saw the progress bar was full, and the virus uploaded.

"So, you finished the virus, hmm?" Cheshire seemed to be smiling behind her mask. "I suppose that this eliminates the reason for your elimination. I could still kill you, but my orders are clear. You live to program another day. After all, Doctor, the Shadows may find another use for you."

Chesire threw down a smoke bomb to cover her retreat, just as Goop's UFO came back allowing Ben to move again. "Oh so now you show up." Goop complained before turning back into Ben. He then went over to Aqualad and help him up, as he started to regain consciousness

**Philadelphia **

As soon as Robin uploaded the virus, the Fog began to die. It was too small to see, but each microscopic robot began exploding. To everyone else's, however, it looked like a cloud of dust fell to the ground as the building stopped shaking.

"Yes! The infiltrators have been outfiltrated!" Robin cheered.

Back outside, Superboy recovered from the previous attack, and charged at Ojo. Who responded by activating his helmet again, shooting another red beam from it.

Unlike last time though, the Kryptonian had his feet firmly planted on the ground, allowing it so that his advance was only slowed. Once he was close enough Superboy grabbed the helmet and partially crushed it. This caused a small explosion, rendering the villain unconscious.

**Happy Harbor**

Cheshire ran through the dark alley, hoping to get away before Ben and Aqualad recovered. Distracted by her thoughts, the assassin didn't see the four explosive arrows hit the ground until they were right in front of her.

The explosives were not meant for killing anyone, but four at once were certainly more than enough to send throw Cheshire on the ground. While the blast also blew her mask off and onto the sidewalk. She glanced up to see Artemis standing over her, an arrow aimed at her face.

"Wow," Cheshire said sarcastically, as she slowly got up. "I am completelyat your mercy."

Artemis finally got a good look at Cheshire's face and gasped, almost lowering her bow in shock. "You..."

"I suppose that now you bring me to justice." Cheshire said with a cruel smile. "Your new friends will interrogate me. I wonder if your position is secure enough to prevent them from learning everything I know?"

Artemis kept her arrow trained on Cheshire for a moment longer, then lowered it. "Go." She said.

Cheshire smirked. "Didn't think so." Smoke started to fill the air around her as she backed up, and said. "So, like the Cheshire Cat, I'll just disappear." Then the assassin was gone, her fallen mask the only evidence that she was ever there.

A few seconds later Aqualad, who was being helped by Ben and Roquette arrived. As did Miss Martian and Kid Flash, and the captured villain's

"Did Cheshire escape?" Aqualad asked.

Artemis nodded, while Kid Flash sneered. "From you? Oh, big surprise, by the way,wecaught ours."

"KF, lay off." Ben said, annoyed with the speedster's attitude, "We couldn't take her down either, but Doctor Roquette is safe and I just got word from Robin that The Fog was stopped. I'd say that we did good work today. All of us."

Aqualad and Miss Martian grinned, and even Artemis smiled a little. Kid Flash tried to scowl, but couldn't. "Ok welcome to the team." He relented.

Miss Martian then put her hand on Artemis's shoulder and said. "I've always wanted a sister...On Earth, I have twelve back on Mars but it's not the same.

"Cool!" Kid said once he saw Chesire's mask on the ground, holding the mask up, he cheered "Souvenir!"

"Did you see her face?" Aqualad asked.

"It was dark." The archer responded.

"It's okay, it would've only been a bonus." Ben said, then added. "In the end all that mattered was keep the doc safe and stopping the Fog."

"Plus I got some of these sweet ninja throwing star things." Ben said, holding a few shuriken up that he took earlier.

"I believe those are called shuriken." Aqualad informed.

"Cool, now it's time for smoothies." Ben said pumping his fist in the air, as they head for the Bioship which landed.

"Shouldn't we vote on that first?" Robin asked appearing out of nowhere, slightly spooking everyone.

"Ok." Ben replied casually as he slammed the core of the Omnitrix and turned into Ditto. "All in favor of Smoothies, raise your hand."

Then he split himself into ten Ditto's, all of whom were raised there hands. "It's decided then." They all said at the same time.

"Is he always like this?" Artemis asked and Kid Flash replied. "No sometimes he weird."

Artemis then for the first time gave a genuine smile. "I think I might actually like being here."

**Gotham**** City**

Artemis exited the Zeta teleporter, that was disguised as a phone booth, still in her mission outfit. After the mission and debriefing she socialized with the team a bit and actually had a good time.

Artemis was about to start walking, but the faintest of movements caught her eye; she spun around, drawing and aiming an arrow in one fluid movement. "Step into the light!" She ordered.

The figure did as she said, revealing himself to be Red Arrow. "Nice move, almost made me believe that you're Green Arrow's niece. But we both know that you aren't."

Artemis didn't shoot an arrow, but she did shoot a glare as she lowered her bow as Red Arrow continued.

"Still, I'm sure GA and Bats have a reason for lying, so your cover is safe." He turned to leave, but stopped and sent a cold stare in the other archer's direction. "But I warn you: if you hurt them in any way… it'll be the last thing you ever do." He warned, then left her.

**Star City**

Roquette entered her condo exhausted, not even bothering to turn in the lights, after weeks of being held captive and another night of avoiding assassination, she just wanted to rest. As she entered the Kitchen which connected to the living room she pulled out a bottle of water and began to drink it.

"Thirsty?" Someone hiding in the shadow's asked, causing Roquette to choke and drop the water. She saw Chesire sitting there on a bar stool, with no mask, and an empty plate.

"Hope you don't mind, I was feeling rather famished." She said casually while getting up.

"What you want, to kidnap me again, or make you another Fog?" Roquette asked.

"Actually nothing, but to say I'm sorry." Chesire replied, sincerely.

"Excuse me?" Roquette replied not believing what she had just heard.

"Apparently my orders were not so clear, so I'm sorry for giving you false hope." Chesire answered, while raising a sai, signifying that she was here to killl her.

Roquette backed up to the wall wide eyed, as Chesire came closer to her. Just as she was about to strike, a green crystal shard shot the weapon out of her hand.

Chesire turned and saw a bulky figure with a with a green crystal like head, wearing a type of grey suit, with a little grey creature wearing green rob like clothing.

"I wouldn't try anything if I were you." The crystal headed man said.

"You again." Chesire said, thinking it was Ben, but she could not have been more wrong.

"Humans, so ignorant." The little creature groaned before pressing a button on a device, just as Cheshire was about to throw a smoke bomb. She was enveloped in a green light and disappeared.

"What happened, where is she, who are you?" Roquette asked frantically.

"We saved your life, I teleported her to a place called Markovia, and I am Azmuth the first thinker and this is my associate Tetrax." The tiny, grey skinned creature replied.

"What are you doing here?" Roquette demanded.

"No time, my sensor's indicate that reinforcements will be here in moments." Tetrax said.

"To make a long story short, you're in danger, and I need someone with your talents to assist me with my project." Azmuth briefly explained, just as the door burst opened.

Sportsmaster came in and threw several bladed disks at Roquette only to have them blocked, by a crystal pillar.

"I thought your turf was San Francisco kid?" The blonde said, readying a sword and began attacking Tetrax.

Tetrax responded by grabbing the blades with his bear hand and replied. "Wrong guy, Lawrence." This surprised him a bit, since those who knew his real name were mostly dead or he knew. This gave Tetrax the opportunity to throw him out of the room. He quickly recovered and the two engaged in combat.

"I need an answer right now, undoubtedly there are more coming." Azmuth said, keeping a calm demeanor.

"My research, I have-..." Roquette began to say, only to be interrupted by Azmuth.

"I have downloaded all your research, and you shall have food, shelter, and the means to return here if you wish." He informed.

Roquette looked back at the fight and nodded, eager to get away from danger. "Excellent, now you may feel slightly nauseous, but that is common for any first timers." Azmuth said, then pressed the same button that was used to teleport Chesire, which now transported him, Tetrax and Roquette.

As they dissapeared, Sportsmaster tacted his employer. "Sir target got away, Chesire is missing and we've got a new problem.

**In Space Somewhere**

Azmuth, Tetrax and Roquette were teleported into a lab of some sort, with much better equipment and computers anywhere on earth or in the universe. Roquette immediately brought her hand to her mouth, in an attept to prevent her from throwing up.

"Welcome to my laboratory, you should be honored." Azmuth said.

"Whatever, now where am I, and what project do you need me for?" Roquette demanded.

"The reconstruction of Galvin Prime." Azmuth said, as he pulled up screen and looked at it with a neural expression. Roquette looked out and her eyes widened, in was like something out of the apocalypse.

"What happened?" She asked, her tone much calmer now, as she stared at the ruins of a planet.

"My greatest mistake." Azmuth said, then began walking. "Where am I?" Roquette asked.

"Galvin B, former home of the Galvanic Mechamorph's." Azmuth informed then added. "Come we have much to discuss." He said, as they walked deeper into the facility.

**Unknown Location**

"What an interesting turn of events." One voice said, as the five white screens, gathered for a meeting.

"I thought they were extinct." Another said, as a picture zoomed in on Azmuth.

"This was a failure." One pessimisticlly stated.

"On the contrary, we've uptained the data from Star labs, and a potential enemy just lost the element of surprise." Another reason.

"It is no matter, even if it was a complete failure, the most important thing is that the Justice League remains in the dark, until we're ready to reveal our light." Another said, ending the matter.

**Sorry I took so long school and everything. But how was it, honest opinion, I hoped you enjoyed what I added. Also preview for the next chapter, which is not from the show, it will be Zatanna and a familiar character, from the Ben 10 universe.**


	7. Chapter 7

**Hey everyone I'm back once again, this chapter is not from the show, and Ben will not appear much in this. So sorry it took so long, enjoy.**

**Pacific Ocean, 3000 miles from California**

Two U.S. Navy fighter planes were ordered to intercept an unauthorized aircraft that was not responding to any form of communication. Orders were to intercept and identify the aircraft, determine if it was friendly or hostile then have it land or shoot it down.

"This is raptor 1 to command, so far skies are clear, and no sign of the boggie over." One pilot reported.

"Nothing on my side sir." The wingman said, looking around to find any clues, as he glanced forward he could see a shape. "86 that, I see something, and it's dead ahead.

"_Describe it._" Their commanding officer said over the comms.

"I can't give you any deatails yet, but it's not too big." The Wingman replied.

"_Lead it to base, if it doesn't cooperate then shoot him down._" The commander ordered.

The two pilots adjusted themselves so that they were on either side of it. It wasn't moving at to fast a pace, for planes anyway, and was black with green stripes.

"Unidentified aircraft we have been ordered to escort you to our base for inspection, please respond." The leader said, trying to contact the plane.

They then received no response. "Uh sir I think I know where this is from." The wingman said in an unsure tone.

"_Well where?"_ Their commanding officer asked.

"Raptor 1 take a look at the tail and tell me if you see what I see?" The Wingman requested not believing what his own finding.

The pilot known as Raptor 1 slowed down a bit so he could get a look and what he saw shocked him. "Uh sir the tail has Bialyian markings and the flag on it."

Everyone at the base was surprised to hear this. Bialya was a country in the middle east, no way it would have any presence this far in the Pacific or anywhere really.

"Do we still have orders to shoot?" Raptor 1 asked.

"_Do not fire unless fired upon._" The commanding officer ordered, not wanting to start an international incident, or a war. "Get me Washington or anyone useful right now!" He demanded.

After a few minutes the supposed Bialyian aircraft increased speed. "Boggie on the move, pursuing now!" The Wingman replied increasing his to match that of his target

"Raptor 2 we do not have orders to engage." Raptor 1 said.

"Orders were to shoot this thing if it didn't cooperate, so that's what I'm doing." Raptor 2 replied, with a smug.

Any further arguing was interrupted by their commander. "_You're clear to engage, repeat clear to engage._" He said frantically.

After a few moments of high speed chasing the two got a clear shot. Raptor 1 fired his machine guns at the aircraft which made contact, but didn't do a thing. "Not even a scratch."

"Let me show ya how it's done." The Wingman said confidently, as he fired a missle at the target. Only to have it be shot by a green laser.

"Sir nothing we got is making a dent." Raptor 1 reported.

"_Just don't lose it, I've alerted other ships and their comping to intercept._" Was the reply.

"I got an idea." Raptor 2 said, before he lowered the altitude of his plane a bit, and closed the distance.

"Better not be something stupid." Raptor 1 said.

"Like this?" Raptor 2 said, as he angled upwards and fired another missile plus bullets, at close range.

"The bullets did nothing like before but unlike before, some black hand blorped out of the plane, litterally grabbing the missle before throwing it at a far distance, where it exploded.

"You saw that too right?" Raptor 2 asked, and recieved 'Yes' as a reply.

"Now what?" Raptor 1 asked.

"New plan." Raptor 2 said, before going full speed, and pushing the fighter to Mach 4, far beyond what it is capable off.

"Raptor 2 I order you-." The leader was cut off when his wingman rammed into the Bialyian aircraft. Both of them recieved enough damage that they were going down fast.

Raptor 2 ejected and a parachute was supposed to open, but it didn't. "Raptor 2 is down and no chute is opened." Raptor 1 reported.

"Chute is jammed." Raptor 2 said, over the comms, and everyone was worried.

**With Raptor 2 pilot**

He was spinning out of control, while trying to get his chute that was in his chair unstuck. Just when he lost all hope, a small green laser fired at his seat and his chute was ejected.

As his decent was slowed, he heard cheering over the comms. But then saw part of his own plane was now black with green stripes, exactly like the one he rammed.

**Ivy Town**

Zatanna was in Sam's Smoothies, waiting to order, it was around eleven o'clock in the morning. She took a glance at the T.V which was displaying the news, which was reported by Cat Grant.

"_Earlier today, in the Pacific, near Midway two pilots were in combat against a supposed Bialyian aircraft. This picture is from divers who recovered some of the debris._" She said, then a picture showing showing a man in a diving suit, holding up a piece of metal with the Bialyian flag.

Cat then went on with the report. "_The two pilots both are safe, but were only able to bring down the aircraft after ramming his own plane into it._"

This was something new and surprising, Bialya was in the middle east. So how did one of their planes or drones get all the way into the Pacific.

"_Even stranger is the wreck of the other plane wasn't found until hours later, on Malibu beach, in perfect condition._" Cat added showing a picture of the perfectly landed aircraft.

"_It appeared seemingly unnoticed, and unheard, as the first witnesses was a police officer doing his patrol._"

This was also surprising. How does a plane that crashed into another plane wash up over 3000 miles, in perfect condition?

"_The leader of Bialya, Queen Bee, and her government have been saying that terrorists attacked a base and stole equipment. Here is footage from that attack._"

A screen then popped up, the image was poor, but it was clear that it was Bialyian soldiers firing at something and backing away. And an explosion occured, destroying the camera.

Another angle showed a tank firing a shell at the attacker, only to be shot by a green blast and was destroyed.

Another image showed, Bialyian soldiers firing at an aircraft taking off. Followed by a gun camera, showing a drone shooting at the now black, green striped plane, and doing no damage.

A final image was shown, it was filming another Bialyian aircraft, attacking the stolen plane, the Bialyian fighter was shot by a green blast firing in reverse, then the stolen craft aimed above, and the image went blank.

"_This footage was given by the Bialyian government only after it's neighbouring countries, as well as U.S. soldiers stationed there, mobilized near the border._" Cat ended.

"Ma'am." Zatanna heard and saw that she was so distracted by the news that she didn't even notice she was next in line. So after ordering, she left and began to walk to her usual spot to practice magic.

Ben texted her, saying he was unable to come, something about being super exhausted from fighting a goo monster, that was tough to fight. But they managed to beat it, just before Batman had to intervene.

As she was near her usual spot, she heard something call out. "Ship." She stopped and got into a defensive stance, hands glowing in a white flame.

"Ship." She heard again and was slightly confused. Why would he, or she, be saying just one word. She felt something bump into her leg, she turned around but saw nothing. "Ship." She heard again, but from below.

She looked down and saw a small creature, it was black with green circuitry like lines covering its back. It had only one eye and two stubby legs on the front, with a slug rear.

"Upgrade?" Zatanna said, confused.

"Ship ship." The creature said, shaking it's head. "Ship." It added.

"I guess I can call you Ship, but what are you and what do you need?" She asked.

"Ship ship ship ship shiiiiiip." It replied, but Zatanna couldn't understand it.

"I'm gonna call Ben." She said, pulling out her phone. The second she did though, Ship launched itself at the phone. Zatanna let go of it, surprised by this reaction.

The phone fell to the ground and Zatanna looked at it cautiously. Their were big letters spelt out saying "HELP, DANGER, BIALYIA."

It then clicked to Zatanna. "You took that Bialyian plane." She said, recieving a nod from Ship who hopped out of the phone.

"You attacked that base?" She asked, Ship shook his head and formed his body into a cage, with a small version of him busting out of it.

"You escaped, but a friend or something is still there, and you need help to rescue them." The sorceress guessed and recieved another nod.

"What about the Justice League, why not go to them?" She asked.

The creatures shook his head frantically, then went back into the phone, pulling up a picture of Ben as Heatblast, but zooming in on the Omnitrix. "You tracked the Omnitrix, but Ben isn't here."

"Ship ship...ship...ship ship ship ship." Ship replied stepping out and, crawling up to her wagging his tail.

"You want me to rescue your friend?" She asked, pointing to herself, and recieved an eager nod. "I don't even know how to get to Bialya, at least not as fast as you need me there."

"Ship." The creature said, then went back into the phone and pulled up a new map. This location was much closer, as it was in San Francisco. "This I can get to." Zatanna said as she casted a spell to transport them.

Once the spell finished Zatanna found herself by a phone booth, in some alley way. "Why have a phone booth here?" She asked, then Ship attached itself to it. It was now black with green stripes, even on the inside, as it opened.

"What are you doing?" She asked, the alien, but then heard. "Shiiiiiip." As a reply, then there was a bright flash.

**Biyalian Desert**

Next thing Zatanna knew she was in the middle of the desert, with the sunsetting. "What the, am I in Biyalia!?" She asked in alarm.

"Ship." She heard the little alien reply, who was right behind her. "How did you send me in the middle of Biyalia!? Better yet, why did you send me to Biyalia!?" She asked.

"Ship ship." Ship replied, and Zatanna figured he mentioned his trapped friend.

Zatanna sighed, and pinched the bridge of her nose. "Why don't we just call the Justice League?" She asked again.

Like before, Ship violently shook his head and replied. "Ship Ship Ship." Any further conversation was interrupted by the sound of a Bialyian drone coming down. It started firing it's machine guns at the magician and alien.

Zatanna quickly put up a dome of mana that protected both her and Ship. As soon as it stopped firing, Zatanna started to through mana fireballs at it. But it was futile, since the drone's speed got it out of range and made it difficult to even aim.

It came back once again, and instead of blocking like before, Zatanna called out "_Eradiko!"_ firing a stream of white mana, which blew up the aircraft once it made contact.

"Phew." Zatanna sighed, then turned to Ship who jumped up and cheered. "Ship Ship." As if congratulating her.

"Thanks." Zatanna said, then realized they needed to move, more drones could come, or even tanks and men. And no way Zatanna could take on a whole army.

"Which way do we go?" Zatanna asked the little alien, who replied by turning into a motorcycle, and reving the engine a little bit.

"Cool, but I'm gonna need a new outfit." Zatanna said, as she was about to change into her usual magician outfit, she realized she could start an international incident. Plus her father would kill her, if the Biyalians didn't.

So she quickly took out one of Verdona's books, until she found the spell she wanted. Once she casted it she quickly examined herself. She was now wearing a blue and black spandex suit with a hood that covered her head and the lower half of her face. (What Gwen wears in the future, temporary thing).

She hopped on the bike and immediately Ship accelerated into the vast open desert.

**Sometime later**

They stopped by some large rocks and begun discussing a plan, well Zatanna was discussing, Ship just sat there replying. "Do you even know how to get to your friend, or owner or whatever?" Zatanna asked.

"Ship." The little alien replied, with nod.

"Without us getting caught?" She asked, skeptically.

"Ship ship." Ship said, a little sad, while shaking his head.

"Can you get me close? That way we may be able to sneak in and hopefully get out quick." Zatanna said.

"Ship" The alien replied, jumping up a few times, before it narrowed it's eye and growled. "Ship." While glaring behind Zatanna.

Zatanna looked and used magic to make a pair of binoculars. What she saw was several Biyalian tanks coming straight toward them.

"What do we do?" Zatanna asked, not hearing Ship changing his form until a much deeper "Ship" was heard. She turned and saw he had transformed into a Tank, of course with a different color pattern then the Biyalian tanks. "Cool." She commented impressed.

Ship aimed his cannon and was about to fire full blast until Zatanna called out. "Don't kill them!" Ship then lowered the power a bit and fired. When the blast hit it resulted in the tank sparking green before it completely stopped. "Go Ship." Zatanna cheered as he stopped the remaining tanks.

As Ship finished off the last tank slow clapping was heard. Zatanna turned around to see a kid in a fancy suit with a cat next to him. "You're pet is pretty impressive." He commented sarcastically.

"Who are you?" Zatanna asked, she was a little grateful now that her face was covered so now she would be more unrecognizable.

"You've studied the mystic arts, and don't know a Lord of Chaos when you see one. How dumb are you?" He asked.

"Klarion!" Zatanna gasped in shock.

"Took you long enough." He said then, threw black fire balls at her.

"_Etativel._" Zatanna chanted and she was lifted into the air, avoiding the attack. She then threw her own white fire balls at Klarion, who yawned unimpressed, as he used one hand to put up a shield.

"A little tougher then Thawne, aren't I." He said with a smug.

This surprised Zatanna, who said. "So that was you who-" She was cut off by Klarion who finished her sentenced. "Brought him to this time, took away some of his speed and stopped time, yup that was me." He listed off with a fiendish grin.

"_Mercuta Verditis!"_ Zatanna called out next, and fired a white magic blast, which the Lord of Chaos blocked just as easily as her previous attack. "Yawn, is that the best you got?" He asked sarcastically.

They then heard a very deep "Ship." and when the two turned to where the little alien was, they saw he turned himself into a large Howitzer artillery piece, aiming almost point blank at Klarion.

Klarion scoffed at this. "If you think a puny mortal weapon is gonna hurt me, then please give it you best-" He was cut off when Ship fired a large green blast that caused a huge explosion.

Zatanna avoided any injury by simply increasing altitude and as the dust cleared she float down. Once she did, the little alien scurried over to her. "Ship." It chirped happily.

"You did great." She said, while petting him. "But let's get out of here." She added then teleported them a few miles away before Klarion recovered.

"Now how far are we from your friend?" She asked pulling out her phone, which still contained the coordinates. Even though Ship wasn't apart of the device, it still retained some massive the upgrades he gave it.

"About five miles not too bad." She said a bit happy by their good fortune, Ship's response to this was by turning into a tank once again.

"But we need to be stealthy and quite." The spellcaster reminded the little alien, as he was prepared to go in guns blazing, and she didn't want to have to take on a whole army.

Ship changed back into his normal form and hung his head. "Ship." He said sadly.

"Don't worry you can blow stuff up another time." Zatanna said trying to cheer him up, which worked as he jumped up and down. "Ship Ship." He cheered.

The two began to walk on foot toward the camp, that held Ship's friend.

**At the Biyalian Camp**

The camp was full of soldiers and vehicles guarding a group of scientist who were working on something, many of them didn't know what was going on.

But what was common knowledge was that it had something to do with a munitions and weapon depot being totally destroyed and most obvious was how important it was to Queen Bee.

Despite being told to be vigilant at all times, many of the soldiers were pretty sure nothing was going to happen. So most just did what they needed to do, and moved on.

Which was perfect for Zatanna and Ship who were observing the camp from a hill, the latter of whom morphed into a pair of high tech binoculars that analyzed what was what.

They heaviest security appeared to around a large tent that housed a spacecraft inside, with scientists running test or something. She could see the shape of an Upgrade bang on some type of force field.

"Is that him?" Zatanna asked, though she already knew the answer. "Ship." Was the response as the little guy went back into his normal form.

"Bad news it's full of soldiers and tanks but the good news is I might have a spell to make sure they aren't a problem." Zatanna said, pulling out her spell book while Ship waited.

"Ah here it is, though I hope it lasts long enough though." She said and took a breath to calm her nerves. "_Statuea!"_ She called out pointing her free hand toward the camp. When she did a white energy wave was sent toward the camp.

Once it passed the camp all the soldiers and scientists were frozen in place, like statues. Ship became binoculars again and Zatanna smiled as she saw her spell had worked.

"Yes!" She cheered and like deja vu she heard clapping behind her. She looked behind her and once again saw Klarion again, only this time without his cat.

"That's a pretty a high level spell, I am actually a bit impressed." He admitted sincerely.

"Ship go, I'll take the crazy cat kid." She ordered with determination and Ship complied as morphed into a racecar and headed straight for his friend.

"Getting rid of your big gun so you can take me on, alone. I don't know whether to be honored or laugh?" Klarion said, his hands sparking with magic.

"Well I'll have the honor of beating you and laugh once it's over." Zatanna replied, with her hands glowing.

Zatanna struck first. "_Teewat Ligara!"_ She called, sending a silver colored whirlwind at her target.

Klarion merely put up a shield to block it. "It's drafty out here, are you hoping I'll catch a cold?" He taunted.

Zatanna gritted her teeth as she called her next spell. "_Interdamoto Laborator!"_ Sending an energy blast of pure heat at her intended target. There was an explosion when it made contact with his sheild.

"Still cold?" She asked.

"Nope, now I'm nice and toasty." Klarion said, as he sent his own fire blast toward Zatanna. "_Etativel._" She called to dodge the first blast and flew around the next three shots.

"Predictable." Klarion commented with a yawn.

"_Etativel mih._" Zatanna called and Klarions body glowes breifly but the spell failed.

"Face it girly, your daddy's magic wouldn't even work." Klarion informed her.

At first this frustrated Zatanna a bit, but then a thought came to her. 'Why did he block the spells before?' Because those spells could harm or affect him.

"_Aquata Risa Spackwata!"_ Zatanna casted, causing a high pressure waterspout to form under Klarion propelling him into the air. Once he was high enough, Zatanna called her next spell. "_Kemo Char!"_ Sending multiple white energy blasts which hit him.

"_Reraw mrof onti a nogard dna kcatta mih._" Was her next spell, turning the water to a serpent like dragon and fired it ar Klarion.

"Guess you're all washed up." She quipped, snickering. "Ben was right, that is fun."

Her celebration was short lived as Klarion quickly recovered and fired black lightning at her. This caused Zatanna to cry out in pain and she fell onto the sand.

"No more games girlie." Klarion said irritated at having been hurt by her attack.

But before he could he was blasted by a green laser. Of course he easily blocked it, but the distraction was just enough to give Zatanna a chance to throw some of her mana fire balls at him.

When these hit though his body kinda flickered and disappeared. "What just happened?" Zatanna asked, thinking this was a trick, until she heard a meow behind her.

She turned around and saw Klarion stroking his cat. "Yeah she didn't do to shabby against the clone teekl, but then again she did have a little help."

"So both times I was fighting you, it was a clone?" Zatanna asked for confirmation.

"First time, no just testing you out, second, yes cause I didn't wanna get my hands dirty." Klarion informed.

"What are even doing here anyway?" She asked, wondering why the lord of chaos was here in the first place.

"Well since you're not gonna be around here for much longer might as well tell ya." Klarion said then began explaining. "They were just running some tests on a boom tube, which failed then some weird techno bubble thingy in ship came down and they needed my help to get and guard it."

"Then shouldn't you be, you know?" Zatanna questioned pointing her thumb behind her, gesturing toward the camp.

"Got bored, well now you know the truth see ya later, or more accurately never." He said, dropping his cat and thrusted his arms sending a black and red beam at the young sorceress. Zatanna shot her own white beam in response without even calling out a spell.

The two appeared to be even the first few seconds, but that was just because Klarion was toying around. He was gonna give her hope, then slowly take it away from her.

Soon all that was left of Zatanna's beam was several inches of white. Zatanna was trying to increase the power, but was failing.

"Give it up, you're just weak." Klarion stated with an evil laugh.

"No I'm not." Zatanna said gritting her teeth, while her eyes glowed white. What happened next was similar to the power rush Zatanna felt when she faced Thawne. Her power quickly increased and pushed back Klarion's attack.

Normally he would block attacks such as that, but the fact that he wasn't expecting this power coming at him so quickly surprised him. Thus he was hit by Zatanna's beam and blasted into the sand.

He groaned as he got up, but seemed fine, his cat, who stayed out of the way, meowed and he gritted his teeth in frustration. "I agree that actually was impressive." He said with no actual sarcasm.

"Guess I'll give her this." He said grabbing his pet and opening a portal before Zatanna could attack. By now the power boost faded and her eyes returned to normal. "By the way that spell is gonna last only about another fifteen minutes and I think only ten before the beekeepers come." He informed her as he left.

Zatanna then heard something hovering over her, so she looked up and saw a spacecraft. "If you wouldn't mind hurrying up." An Upgrade shouted from the door. Quickly Zatanna casted a spell and flew inside.

"Hello I am Baz-El and this my Ship, thank you for coming to rescue me." The Upgrade said.

"No problem, but Ship did it, I just distracted Klarion." Zatanna replied.

"That was more than enough." He replied, then went to the controls and began flying away from Biyalia.

"If you don't mind me asking, why didn't you send him to find the Justice League?" Zatanna wondered curiously.

Baz-El scoffed in response. "I'd rather have been tested like a rodent back there, then call the Lantern corp or that Justice League." He said with clear hate.

"How did they capture you?" Zatanna asked, changing the topic.

"My navigation system malfunctioned and I ended up in Saturn's rings where my ship sustained damage." He explained. "Had to land, and Mars was out of the question so I took a chance here. Just when everything was running smoothly and I was about to leave this planet, the kid and his pet apprehended me."

"And how did Ship escape?" Zatanna questioned.

"The one you call 'Ship' is a Galvanic Mechamorph symbiote, while that child was distracted I sent him out to look for help." Was the reply, then added. "We're here."

"Where?" Zatanna asked, then looked out the window and saw some very nice architecture and what appeared to a large bluish Mosque.

"The closest location to one of those the Justice League's mediocre teleportation devices. I believe it is named after that earth poultry, what was it Chicken, Rooster?" Baz-El replied.

"I'm in Turkey?" Zatanna said in awe.

"Yes that's it, now be on your way, and don't tell anyone about this." Baz-El said, while giving her a slight push.

"Won't people see the Ship?" She asked.

"It's cloaked, now I must be on my way." He replied, eager to leave, meanwhile Ship followed.

"Shouldn't he blorp back into your body?" Zatanna asked, when she was at the door.

Baz-El groaned at that last question. "You have a lot to learn about Galvanic Mechamorph's, plus he seems quite fond of you." He then gestured to Ship who was rubbing Zatanna's leg affectionately.

"Now take this and go." He added, handing her what apeared to be a small diamond.

"I can't accept this." Zatanna said, in awe that he would just hand her something so valuable.

"That's pocket change, keep it, but I really must be going now." The Galvanic Mechamorph said, opening the door.

"Well take care." Zatanna said, as she flew down to an alley in Istanbul, with Ship on her shoulder. As soon as she left Baz-El did too.

Once Zatanna landed she had Ship locate where the Zeta teleporter was. "Okay so not to far a walk, should be home in no time."

"Ship Ship." Ship said, trying to tell her something, but she couldn't tell what, so she tilted her head in confusion.

"Ship Ship Ship Ship Ship Ship Ship." The little alien said, gesturing too the magician and the city, while walking in place in between.

"You're saying I should explore?" Zatanna asked, confused.

"Ship." Was the reply, as if it was obvious.

"I have to get home, plus it's expensive here." Zatanna tried to reason both Ship and her conscience.

"Ship." He replied, pointing to the diamond in her hand, then pointed to the clock on her phone showing it wasn't even two p.m. in Ivy Town.

**Three hours Later**

In the end she ended up spending that time in Istanbul. After Ship convinced her, she changed into civilian clothes and put him in her bag. Then exchanged the diamond Baz-El gave her and got the lira equivalent of ten thousand U.S. dollar's. She saw alot of the sights like the Bosporus and the Blue Mosque, ate nice food, although an ice cream vendor kept stealing back her ice cream for a good minute. She did some shopping, the items were also in the bag as it was basically able to store alot of things for something so small, and she still had money left over.

Zatanna was heading too the Zeta tube which was near an old warehouse. Ship jumped out of the bag and stretched before saying. "Ship ship." Then morphed into a camera and pointing at the location of the Zeta teleporter.

"Right." Zatanna said, the League might have camera's or something if someone goes near the teleporters. So she changed back into the outfit she used in Biyalia and went inside.

As she stepped in she looked around but couldn't see anything that stood out. Until Ship went straight to an old run down coco cola vending machine, she went up to it as Ship merged with it. The machine opened up and both Zatanna and Ship were teleported.

**Ivy Town**

Zatanna and Ship were teleported to where Zatanna and Ben hung out in the woods. "What a day, and it's not even six." Zatanna said, changing into her civies, while Ship nodded.

Zatanna took out her phone and saw a text from her father. It explained that he was gonna cover Captain Marvel on monitor duty, apparently Marvel begged him and agreed cover his two shifts in exchange.

"Well I guess I should just go home now." Zatanna said, then opened her bag up for Ship to enter, which he did.

**Later**

Zatanna was home in her living room with Ship on the couch, she had the tv on, but Ship was watching it more than her. She was talking to Ben about what happened.

"_So what does he look like?"_ Ben asked.

"_I'll send you photo._" Zatanna replied then pulled Ship over and took a picture with him once that was done she sent it to Ben.

"_Cute._" Ben replied instantly, causing Zatanna's cheeks to turn red. "_He's like a puppy Upgrade._" Ben replied, meaning he was referring to Ship.

"_So what are you up to, savior of the universe?"_ Zatanna asked.

"_That's Mr. savior of the universe to you, and not much, Aqualad was homesick or something so he went to Atlantis_. _You?" _Ben replied.

"_Well I'm just watching Transformers with Ship, I think he likes it, he keeps turning into the robots._" Zatanna said.

"_They're actually autonomous robotic organisms from the planet Cybertron._" Ben replied, quoting Optimus Prime. "_Glad he's settling in nicely though._" He added.

"_Yeah, but the first time he turned into Bumblebee it was like a full size, took some magic to fix everything._" Zatanna said.

Then they kept talking until Zatanna's father got home, luckily she hid Ship in her room in her closet, which was perfect since her father never goes in there for any reason.

**That's it, sorry if it was bad, especially toward the end, I was kinda rushing to get this in before Christmas and**** I know I'm gonna be pretty busy the next few days. I really hope you enjoyed it though, I added Ship because I figured it would be nice addition, Zatanna wearing what Gwen wears in the future is temporary for a reason you'll find out later. Also yes I made references to the episode 'Downtime' and no I didn't forget about 'Denial' it's just I figured might as well switch them since Ben won't be going to Atlantis. I added the Istanbul thing just cause I always wanted to go see it. Anyway stay tuned for the next Chapter and Happy Holidays and have a happy new year.**


	8. Chapter 8

**Hello everyone, I hope you all had a wonderful holiday and New year's, anyway I hope you enjoy this chapter, P.S. I'm bringing back the Ditto's.**

**New Orleans**

Despite the revelry throughout the city, one man strode across New Orleans with a less celebratory mood. He was dressed, in a dark suit, supporting a slight limp with an ornate cane with a gold top.

The man's path eventually took him to a small shop, with a sign in the window that read 'Madame Xanadu'. The man pulled out a gold pocket watch, which held an old black and white photo of a beautiful young woman.

Inside, the main room had a large rug, a few, seemingly, mystic charms, chairs and a table, upon which a crystal ball sat. After the man entered, a young woman, wearing the outfit one would expect of a fortune teller came in.

Welcome, monsieur." The woman said with a smile. "How can Madame Xanadu help you? Is there… someone to whom you wish to speak, your wife, perhaps?" She guessed.

The man's hand tightened around the pocket watch. "My Inza."

Madame Xanadu sat down at the table, still smiling. "Then Madame will make contact, if fate be kind."

The man sighed, even as he sat down. "But he so rarely is." He muttered.

Before she got started, Xanadu coughed and held out her hand. The man looked sheepish. "Oh, of course." He said, then handed her a roll of bills.

Once she had put the money away, Xanadu closed her eyes. A few seconds later, the light of the crystal ball began to shine, and her hair fluttered from breeze. The light fixtures above began to sway, and the table lifted up.

"Oh, my darling." Xanadu said in a different voice. "How I've missed you…" Her eyes opened, revealing them to be glowing. "I'm so lonely here, and cold-"

She was cut off when the man burst out laughing. "HA! Is that the best you can do?"

The shaking and the lights stopped, and the table fell to the ground. Xanadu glared at the man. "Imbecile! You've broken the spell! Your wife is forever lost!" She shouted.

"That was supposed to be my wife?" The man snickered again. "Heck, my little spitfire would've kicked my can for throwing away good money on you." He added, kicking the air for emphasis.

Xanadu stood up and crossed her arms. "No refunds for nonbelievers." The man leaned back in his chair. "I think we both know that you're the nonbeliever, Madame.

He gestured at the parted curtains behind him. "A wind-machine." He lifted the tablecloth from the table. "Tire jacks under the table." He sighed. "A shame, too; you've the perfect aura for the work… and nothing would have pleased me more than to be reunited with my wife."

The man suddenly stiffened when he felt a hand grip his shoulder. He was jerked up and up around to face a man wearing tight, black pants and a white, unbuttoned shirt.

"Don't worry." The criminal called Abra Kadabra said. "You'll be with her soon enough."

In a flash of light, both men disappeared, leaving behind a frightened Madame Xanadu, who fled the room in terror. If she had stayed a moment longer, she would have seen Kent Nelson's cane rise into the air with a golden aura, and then vanish.

**Mount Justice**

Everyone, minus Robin, was in the cave wearing civilian clothes, except Ben since technically his mission and civilian clothes were almost the same.

Right now Aqualad and Superboy were getting ready to spar while Wally, M'gann and Artemis watched.

Ben meanwhile turned into Ditto and multiplied himself. "Alright folks it's nice day inside the cave, perfect for a friendly little spar." A Ditto said, holding a microphone while looking into a camera being held by another Ditto.

Just then a boom mic hit the top of reporter Ditto. "Watch it or you're not getting paid!" Reporter Ditto threatened.

"None of us are." Boom mic Ditto replied, in a bored tone.

Then a Ditto with wearing a director's hat and a fancy Tommy Hilfiger scarf came in. "Cut the chatter we got fight to film and only a single take to do it."

"Uh boss you sure we can do it?" Camera Ditto asked, unsure.

"Definitely maybe! So let's get this party started, it's almost showtime." Director Ditto replied with confidence.

"Why does he do this and how does he get the stuff?" Artemis asked, very confused.

Before M'gann could answer that another Ditto wearing a bowtie said. "Ticket's please."

"Um what?" M'gann asked very confused.

"That little piece of paper right there." Bowtie Ditto said taking a ticket from her skirt, which surprised the martian since it didn't have pocket, then went over Artemis.

"I don't need a ticket." Artemis replied annoyed.

"I don't make the rules ma'am." Ditto replied holding out his hand.

"I don't even have one." Artemis informed him.

"Have ya checked pockets at least?" Bowtie Ditto asked.

"This doesn't even-" Artemis began to reply as she prepared to take her crossbow out and shoot the little alien, but cut herself off when she felt something else. "What the, how did that get in there?" She asked confused as she pulled out a ticket.

Bowtie Ditto just took it and ignored her last question. "Starting to hate this alien." The archer grumbled annoyed.

Bowtie Ditto then went to Wally and held out his hand. Wally then searched his pockets to find a ticket. "Gum, granola bar, banana," He listed off pulling out random items.

"Five bucks." He said pulling out the latest content from his pocket, then it was taken. "That'll do." The alien said with a smile.

"Hey." Wally whined and was about to go after him, but suddenly found himself unable to, as he tripped over red velvet rope with another Ditto with sunglasses said. "Back away from the set please."

Wally grumbled as he got up and began eating the granola bar he had. Artemis smirked and commented. "I take it back, I'm liking it now."

"Initiate combat training." The computer said, as Kaldure and Superboy both began circling the other.

"And they're off." Reporter Ditto said with enthusiasm as he began to give the play by play, while the camera focused on them.

"Superboy makes the first move throwing a punch. Only to have hit air as Kaldure demonstrates great agility by dodging it. He goes on the offensive but Superboy takes it like a bull. But our fishy friend better be careful because if you mess with the bull, you're gonna get the horns." Reporter Ditto said.

Meanwhile Artemis and M'gann began talking while watching the spar. "So Kaldure seems like a great guy, handsome, strong, you should totally go out." Artemis suggested.

M'gann smiled and replied. "He's more like a big brother too me, besides..." She never got to finish as another Ditto clipboard with a headset came in. "Obviously I mean seriously that just be to boring for the viewers."

"Um." M'gann said surprised.

Clipboard Ditto began flipping through the pages. "I mean yeah they love the whole earth alien love thing but you guys seem too stable and the fans would get bored."

"What fans?" Artemis asked very confused.

But the Ditto ignored them and began showing them pages of his clipboard with charts and stuff. "Besides I've run the numbers, checked the data and all the signs point to Superboy."

"What!" Both girls exclaimed, M'gann with a slight blush.

"It's great right think about it." Ditto said, then pulled M'gann as they both looked off in the distance while he began explaining. "You a cheery peppy alien new to earth and him an alien with anger issue's it's perfect, you could help tame this wild beast known as Superboy."

Ditto then continued. "You'll face hardships, betrayl, but in the end you'll probably have a house in Rhode Island with kids and a dog."

M'gann smiled a little at that last part, and silently wished it to come true. "That's just crazy." Artemis scoffed and M'gann regained her composure. "Y-yeah just crazy." She stuttered with a blush.

"Believe it or not it's in the script." Ditto said then moved to Artemis. "Don't think I forgot about you."

"I wish you did." Artemis said annoyed.

"You and Wally would make a great couple." Ditto pointed out, gesturing toward the speedster, who was eating a banana.

M'gann then stepped in to give her opinion. "It makes sense to me, you're full of passion, he's full of..." The martian trailed off.

"It." Artemis suggested then Ditto said. "I was gonna 'himself' but that works too." Which earned a laugh from the two girls.

Meanwhile during the fight Superboy gained the upperhand and knock Aqualad down. "Canary taught me that." He informed then a bell was rung.

"The winner is Superboy folks, and the crowd loves him." Reporter Ditto commented as another Ditto created the sound of a crowd cheering.

Just then Red Tornado entered the room, heading towards the exit. Which attracted the attention of the Speedster. "Hey, Red Tornado!" Wally shouted going over to him. "Gotta mission for us?" He then asked hopefully.

"Mission assignments are the Batman's responsibility." Red Tornado replied.

Wally shrugged and answered. "Yeah well 'the' Batman is with 'the' Robin."

Ben, who transformed back to human now, then added. "Doing 'the' dynamic duo thing in 'the' Gotham City."

"But you're headed somewhere, right? A hot date, or… a mission?" Wally asked.

"If we could be of assistance." Aqualad said politely.

"Yeah Red come on, let us handle some of the weight on your shoulder's." Ben added with a smile.

"But there is very little weight on my shoulders." The robot leauger replied.

"It's an expression." Ben groaned.

"Oh I see, if I am interpreting correctly it should mean you wish to assist me with my tasks?" Red Tornado questioned.

"Yeah something like that." Ben said.

"Very well." The robot replied then went over and brought up a holographic screen on the computers, showing the image of an old man in a dark suit.

"This is Kent Nelson." Red Tornado began to explain. "He is a founder of the Justice Society a prelude to the formation of the Justice League, he was once known as the sorcerer Doctor Fate."

Wally rolled his eyes and whispered to Artemis. "Yeah right, more like 'Doctor Fake'. Guy knows a little advanced science, so he Dumbledore's it up to scare the bad guys and impress the babes."

Ben heard this comment and whispered. "Dude if she was my cousin you would so get your butt kicked."

Red Tornado kept on going. "He has been missing for approximately twenty-two days, seven hours, fifty-four minutes and forty-four seconds. Though he is no longer a member he is the guardian of the Helmet of Fate. Which is the source of his power, it is unwise to leave it unguarded."

"He's like the great sorcerer-priests and priestesses of Mars." M'gann said, staring at the image of Nelson in awe. "I would be honored to help find him."

"Me too!" Wally said, with enthusiasm which was clearly fake. No doubt he was eager to impress the Martian. "So honored I can barely stand it. Magic rocks." He added.

"Who didn't see that coming?" Ben asked sarcastically.

Red Tornado went toward Ben and handed him a large key. "Take this, it will grant you access to the Fower of Fate." He informed

"Got it thanks." Ben said then headed for the Bioship. "Okay people next stop, uh... where are going again?"

Wally meanwhile went up to M'gann and grinned before saying. "What are the chances we both so admire the mystic arts?" While Artemis rolled her eyes.

**Salem, Massachusetts**

"Salem of course, why does all the magic stuff happen in Salem? Why not Orlando or Vegas?" He asked, remembering how the last time he was in Massachusetts he ended up here.

"So Wally when did you first realize your honest affinity for sorcery?" Artemis asked as M'gann was flying the Bioship toward their destination.

Running with his lie, and still trying to impress M'gann, Wally shrugged and replied. "Well, I… I don't like to brag, but, uh, before I became Kid Flash, I seriously considered becoming a wizard myself."

"Was that before or after you got your acceptance letter to Hogwarts?" Artemis asked with a smirk.

"Nice one, gotta write that down." Ben complimented. "Though I would've said rejection letter." He added earning a laugh from Artemis.

M'gann, spoke up. "We've reached Tornado's coordinates, but…"

"Nothing's there." Superboy finished.

"Perhaps there is something we're not seeing." Aqualad suggested.

"Take us down, probably has a camouflage spell or teleportation spell or a something spell." Ben said.

As the Bioship landed, an orange cat narrowed its blood red eyes, before turning around and dashing into an abandoned theater.

"Grant us access to the Tower." Abra Kadabra commanded. "And I promise an end to your suffering, continue to refuse, and…"

There was a zapping sound, followed by a cry of agony. The cat ignored it, in favor of hopping into the lap of the only person in the audience. "Shush, Teekl!" Klarion the Witch boy said, with a sadistic smile. "I'm watching the show."

Up on the stage, tied to a chair, Kent Nelson panted for breath. "Enjoy it… while you can. Soon enough, my friends will come to help me."

Scowling, Abra Kadabra pointed his wand at the former Leaguer and hit him with a bolt of lightning. Klarion clapped at the torture, but his familiar, Teekl, hissed.

"What?" The Witch-Boy demanded, and got a loud meow. "Oh…" Klarion's smile grew even larger.

**Back with the Team**

After searching with several types of vision, as well as looking around the entire area, the Team was close to giving up on finding the Tower of Fate.

"Nothing here." Wally said frustrated, as came back from his search. "This isn't ordinary camouflage."

"So, what do you think?" Artemis asked, testing the speedster's skepticism as well, as trying to get him to trip over his own lie. "Adaptive micro-opto-electronics combined with phase shifting?"

Wally's eyes widened and he smiled at the rational, scientific answer. "Absolutely." Then he saw M'gann approach. "…Not! Clearly, mystic powers are at work here." He quickly added.

Unbeknownst to them, the Team was being observed by Abra Kadabra, Klarion and the bound Kent Nelson.

"Hey, Abra Kadabra." Klarion said, "Aren't you using adaptive micro-opto-electronics and phase-shifting?"

The false sorcerer sighed. "Yes."

Back with the team, Ben looked at the key which had the word 'Insert'. "This is probably a dumb idea." He said out loud.

"A test of faith." Aqualad said.

Once he was in the middle of the park, Ben thrust the key forwards, where half of it disappeared! Ben could feel the key enter something and, on a whim, turned it. Once that was done, a massive obelisk appeared before the Team.

The alien shapeshifter gave a low whistle, clearly impressed. "Gotta admit, this Doctor Fate guy has style." He commented.

Theh entered the through the door and once inside Superboy turned around to find that the door was gone. "Where'd the door go?" He asked.

Before anyone could answer him, a golden, semi-transparent image of Kent Nelson appeared. "Greetings." The image said. "You have entered with the key, but the Tower does not recognize you. Please state your purpose and intent."

Seeing another chance to impress M'gann, Wally stepped forward. "We are true believers, here to find Doctor Fate."

The image of Kent Nelson frowned, and then faded. Before anyone could do anything, the floor beneath them crumbled away, and the heroes began to fall, straight towards a pit of lava.

Acting fast, Artemis grabbed a collapsible crossbow from within her jacket and fired an arrow with a line attached. As she planted her feet on the wall she grabbed a hold of Aqualad.

Miss Martian grabbed onto Wally and used her powers to keep them in the air. But because of the extreme heat effecting her powers she was only slowing the inevitable.

Superboy grabbed onto the wall and dug his hands and feet into the wall slowing him down. At the same time Ben transformed into Diamondhead and dug his hands into wall. But both only stopped after their feet were already in the lava.

Superboy grunted in pain before pulling himself up, while Ben didn't flinch since Diamondhead had invulnerability. "That's gotta sting." He grimaced looking the Kryptonian teen.

"Those… were my favorite boots." Superboy said through the pain. "This Nelson guy better be worth it."

**Outside the Tower**

Abra Kadabra pushed Kent forward, Klarion and his cat right behind them. A golden ankh glowed over the door to the Tower, then faded, the door opening soon after.

The four entered, and Kent glared at his captors. "The Tower won't appreciate trespassers." He warned.

Abra Kadabra pointed his wand at the man. "Mute." He said.

A collar flew up and attached around Kent's throat, the technology within it removing the man's ability to speak. With that done, Kent was forced to lead them to a large room, complete with armchairs and a fireplace. Once they were there, the golden version of Kent appeared.

"Hello, Kent." The manifestation of the Tower said. "How unlike you to bring guests into the Tower, especially one with such potent mystic power."

As powerful as the Tower's magic was, it could not understand that Kent was a prisoner, nor could it comprehend it's master being used to deceive it. Abra Kadabra placed his hand at the back of Kent's collar and pressed a button.

Kent's voice then spoke from the device. "My friends… come… to help me." The collar spoke.

The manifestation of the Tower smiled and disappeared. In front of them, a wall opened up, revealing a series of staircases, seemingly going in random directions.

**With the Team**

"Having trouble…" She grunted, using her free hand to wipe away beads of sweat. "Maintaining altitude. Ugh, I'm so hot."

"You certainly are." Wally said with a smile.

"Wally." Everyone shouted, clearly annoyed.

"Hey, inches above sizzling death, I'm allowed to speak my mind." He defended.

"Here." Ben, who has been climbing up with Superboy, said before throwing diamond shards at the wall in different positions. This allowed M'gann and Wally to grab onto them and place their feet on the ones below.

"Nice save." Wally gratefully said.

"We are not out of this yet, M'gann and I cannot handle this heat for much longer." Kaldure said, with sweat pouring off of him.

"Can't get any worse at least." Artemis said, a bit carelessly.

"Never say that!" Ben shouted. "Then it always does." He added.

And as if answering him, the pool of lava began to rise. "You see." Ben said, slightly basking in the 'I told you so' kinda way.

"Hello Megan, we never answered the question." The sweaty Martian exclaimed, smacking her forehead.

"We're to make sure the Helmet of Fate is safe!" M'gann shouted at the closed ceiling, but recieved no response, and the lava still kept coming.

"I am so blaming baywatch for the fact I'm about to be roasted alive." Artemis said, as Superboy began punching the closed off ceiling to try and get out, but not making a dent.

A flash caught everyone's attention as Ben turned into Heatblast. Then dropped down and stopping himself a bit above the lava.

"If I can take it I can make." Heatblast said before, reaching one arm out and began absorbing the heat from the lava.

"Keep it up Ben." Wally cheered as the Lava stopped moving.

"For the record I won't be able to do this forever." Ben said.

"We need a plan." Aqualad pointed out.

"We need to get out." Superboy grunted still punching the ceiling, still with no effect.

"Maybe we're missing something from the answer." M'gann suggested.

"What?" Artemis asked.

"Oh come on tower! We're the good guys, I even stopped evil magical stuff from Hex and Charmcaster!" Ben shouted.

No response.

"Seriously Red Tornado sent us, Kent Nelson has been missing for weeks." Wally shouted in desperation.

A second later, the lava below them went back down to it's original level and was covered by a thick door. The heroes flew down to stand on it, relieved that they weren't in danger.

Ben transformed back into human as Aqualad cautiously placed a hand on the surface. Ben did the same and said. "I'm not an expert, but shouldn't this thing be like burning my hand."

Aqualad nodded in agreement, before saying. "And yet it is cool too the touch."

Trying, once again, to flirt with M'gann, Wally wrapped one arm around her shoulders. "Don't worry, Megalicious, I got you." He said.

"ENOUGH!" Artemis marched up and grabbed the speedster by the shoulders. "Your little 'impress Megan at all costs' game nearly got us all barbecued!" The archer of the Team shouted.

"When did this become my fault?" Wally demanded.

"When you lied to that… whatever-it-was… and called yourself a true believer!" Artemis argued.

M'gann sent Wally a disappointing stare. "Wally, you don't believe?"

Seeing similar looks from the rest of his teammates, Wally threw his hands up. "Fine, fine! I lied about believing in magic. But magic is the real lie, a major load!" He replied finally telling the truth.

"And because you lied, we were almost toast, literally." Artemis reminded.

"Well to be fair he did get us out it." Ben chimed in.

"Thank you." Wally said.

"Also how do you explain all the magic stuff I faced with Hex, Charmcaster, and how I got here?" Ben questioned.

Wally scoffed at that. "Please it was probably some advanced technology you didn't understand, I mean most people think that watch of yours would be magic until you explain it to them."

Ben thought for a moment before replying. "Well what about Zatan--ara? He's the magic guy of the League, right?" He said, with awkward smile, almost slipping about Zatanna.

"I've even studied magic in Atlantis." Aqualad tried to reason.

"Zatara probably has some meta-human ability, and your people's physiology are different from a regular humans." Wally countered.

"Hey, in primitive cultures, fire was considered the degree of magic. Today, it's all just a bunch of tricks." The speedster added.

"That's pretty closed minded for someone who can break the sound barrier in sneakers." Artemis replied.

"That's science." Wally shot back. "I recreated Flash's laboratory experiment, and here I am. Everything can be explained by science!" He declared.

"Too be fair any technology advanced enough is indistinguishable from magic." Ben pointed out, boosting Wally's ego slightly.

"So you don't believe either Ben?" Superboy asked, slightly curious since Ben claimed he came here by a maguc portal, and said he fought against magic.

"Oh I believe all this is magic." Ben replied gesturing around them, then added. "But you gotta give the guy some credit."

"See it's science." Wally again stated, as if not hearing what Ben first said.

"Let's see then." Ben said, gripping a handle on floor that would open a small door.

"Wait, the back-draft from the lava will roast us alive!" Wally warned, but Ben paid no attention.

When Ben opened the door instead of lava and heat, snow and cold came out. Artemis smirked at a dumbfounded Wally. The Team jumped down through the hole, but found themselves exiting horizontally.

"Well?" Artemis asked, Wally, as the door vanished. "Explain this, why don't you?"

"Ever hear of String Theory?" Wally replied. "We're in a pocket dimension."

"Ugh!" Artemis threw her hands up and stormed away.

"What's that?" M'gann questioned pointing to something that had a golden glow, was coming toward them.

"Ooo, maybe it's Nelson's magic wand." Wally sarcastically stated, as it came toward them.

"That's a very fancy looking wand." Ben pointed out, as he Wally and Artemis started heading toward it.

"I got it." Both said at the same time, just as the cane began to glow with golden light, "What? I can't let go!"

Ben grabbed onto Wally and was about to try and pull him off the cane, but then the cane rocketed upwards, carrying the two with it; a moment later, there was a flash of golden light, and they vanished.

**With Kent**

"Are we there yet?" Klarion groaned as he, Teekl, Abra Kadabra and Kent Nelson wandered through the seemingly never ending staircases, "Are we there yet? Are we there yet?"

Fed up, Abra Kadabra grabbed Kent and spun him around to face him. "Tell us how to find the helmet!"

Since Kent couldn't answer because of the collar, Abra Kadabra ripped it off and hurled it away. The former Leaguer smiled. "Can't." he said. "Having too much fun!"

Snarling, Abra Kadabra pointed his wand and fired a bolt of lightning, sending Kent to the ground in pain.

"Still having fun?" The false sorcerer asked.

Klarion laughed. "I am, zap him again, or dump him off the side and watch him splat!"

Deciding to take the first option, Abra Kadabra fired more lightning, much to Klarion's pleasure. After a moment, Teekl yowled loudly.

"Ah, yeah." Klarion admitted. "I guess we might still need him."

As Aqualad, M'gann and Superboy made their way through the snow, M'gann spoke up. "I don't understand Wally. It's almost like he need's to believe that the impossible can't happen."

Aqualad replied. "Wally uses his understanding of science as a way to explain many of the obstacles we face, it's his way of controlling what he can't understand, and should he acknowledge magic is a possibility, he relinquishes that tiny bit of control."

The three members then noticed a door open up on the side of a nearby hill.

**With Kent**

Abra Kadabra stopped Kent's torture when he and Klarion saw a flash of golden light. The villains and their captive were surprised to see Wally, Artemis and Ben appear on a staircase that, to them, though to them it looked like they were upside down.

"Abra Kadabra!" Wally reacted, followed by Ben who thought it was a joke and not the villain. "Alakazam."

"Well, would you look at that." Kent said, just as both he and his cane began to glow with golden light. He rose into the air and flew towards the teens, landing in front of them. He touched the top of the cane, allowing the younger heroes to finally let go of the cane, while also disintegrating his bonds.

"In here." He said, pointing at a wall, onto which an elevator appeared, and they ran inside.

"No, no NO!" Klarion yelled, pointing his hands at the closing door. "I want that helmet! I want it, I want it, I want it!" He launched two red beams of mystical energy, but they impacted uselessly on the closed door.

Inside the elevator, Kent gave the three a smile of appreciation. "Thank you for coming, I am Kent Nelson by the way."

"No duh." Wally rudely said, earning a smack from Artemis.

"I'm Artemis." The blond girl said, then gestured to the speedster. "Miss Manners over here is Wally and this guy is-."

"Ben Tennyson, so glad to meet you." Kent cut her off surprising all of them.

"Have we met?" Ben wondered out loud.

"No, but I have a special friend who's been keeping tabs on all of you." Kent replied, confusing them even more. "What?" Ben asked.

"That doesn't matter right now, we're up against an opponent with tremendous mystic power." Kent said.

"Abra Kadabra." Wally scoffed. "Flash proved that he's all show and no biz."

"Wait that's his name?" Ben asked, finally understanding.

"Right you are." Kent said with a grin.

"He is?" Artemis asked in disbelief, while Wally smiled at his victory.

"Abra is a charlatan." Kent explained. "But Klarion the Witch Boy, the kid with the cat, he's an actual Lord of Chaos. He's the ultimate enemy of a Lord of Order like Doctor Fate."

"Seriously the guy with cat? How much more stereotypical can this get?" Ben asked.

"And you're a lord of order." Wally said.

"Oh no, I was more of an old coat Fate used to put on, until my Inza passed, oh she was a pistol." He replied looking at the picture of the young woman from his watch.

"Anyway, we can't let Klarion get the Helmet of Fate. If he gets his sticky little mitts on it, he'll turn the whole planet into his own personal playground of pandemonium." He informed the three.

With a ding, the elevator stopped. Kent led the way out, where they found themselves in a room with more staircases, as well as a giant, golden bell in the center. Just as the three were about to touch the bell, a door opened up in the ceiling above them, and coming out of it was the other half of the team.

"Thanks for dropping in." Ben quipped.

As Artemis went to check on them, Kent turned to the other two and asked. "Friends of yours?"

Instead of answering Ben and Wally pushed Kent to the ground, narrowly avoiding a bolt of lightning from Abra Kadabra, who stood on another staircase, beside Klarion and his cat.

As the rest of the Team started to engage Abra Kadabra, Ben and Wally followed Kent as he approached the golden bell and tolled it with his cane. The bell began to glow, and the three stepped into it. With Klarion not far behind, flying through the bell as well, Teekl still in his arms.

They arrived at the very top of the Tower, where the Helmet of Fate hovered in place. Kent reached for it, but a bolt of red energy from Klarion struck him in the chest and he tumbled, barely caught by Wally. The former Doctor Fate raised his cane and chanted an incantation, creating a golden bubble, just before another one of Klarion's attacks hit.

"NO!" Klarion whined as if a child had just lost his toy.

"Not bad for a former 'Doctor Fake', eh, kid?" Kent wheezed, before falling to the ground, his fall broken by the two youngster's.

Kent was breathing heavily as he began speaking to Wally. "The bubble'll give you just enough time… to do what you need to do." He told him, with great effort.

"I have no idea what I need to do!" Wally exclaimed frantically.

"Have faith." Kent said weakly. "In what you can't explain… believe in what you can no longer deny."

"Wait how did you know about me?" Ben asked, seeing as how this might be his only, and last, chance.

Kent smirked before replying. "Paradox." And with that last word Kent Nelson died, his hand finally letting go of his pocket watch, which tumbled open to reveal the picture of Inza. Unable to accept that, Wally began performing CPR, hoping to revive the former Leaguer, but to no avail. Meanwhile, Klarion bombarded the bubble with more magic, but couldn't break through it.

"_Wally, Ben we need your help._" M'gann called through the psychic link, then they heard her scream in pain.

As the cane was about to burn out, Ben started to go through his aliens, while Wally glanced toward the helmet with an idea.

As he approached it, Klarion called out. "Hey dumb kid you put that out, you might never get it off."

Wally paid no mind to him as he took the helmet and murmured. "A test of faith." Then put on the helmet, transforming into Doctor Fate.

Ben at the same time pressed on the image of Fourarms, except after the flash his body was overall purple, with several dark lines and spots. His hands and face are magenta, and he also sports magenta shards on his back, two on his chest, and one on the top of his head that resembles a horn. With one large green eye at the center. "Another new guy."

**Inside the Helmet**

Suddenly, Wally was in a dark room, the only light was a single beam that came down from high above. Frantically, Wally began rationally figure out whay was going on.

"Okay, okay." He said to himself. "I'm not here, I'm just… delusional! Yeah, that's it."

"Still don't believe?" A familiar, but yet impossible voice said from behind him, Wally turned turned to see none other than Kent Nelson! "Seriously, kid." The dead man said. "How'd you get so bullheaded in fifteen short years?"

"B-But you're." Wally stammered, unable to believe it.

"Yes, I'm dead, when you put on the helmet my soul got sucked in, probably because I spent so many years serving it's master." Kent said.

"Master?" Wally questioned.

"Yes Nabu, one of those lords of order I told you about. Once this little brouhaha is over, my spirit will ascend, and I'll be reunited with my beloved Inza." He informed.

"Wait does that mean I'm dead!?" Wally asked, in fear.

"No, you're still alive." Kent assured him. "But your soul no longer controls your body. You see, we're inside the Helmet."

"And he's, what, controlling my body now?" Wally questioned.

Kent chuckled. "You're not as dumb as you first made yourself out to be."

"Hey!"

Kent waved off the indignant shout. "Anyway, wanna watch that Klarion brat get his butt whooped?"

**Outside the Helmet**

Doctor Fate wore a blue, tight-fitting outfit, with a high-collared, gold cape, gold gauntlets, boots and belt. The Helmet itself now concealed most of Wally's features.

The sorcerer turned to Ben who was still trying to figure out his new form. "You are needed elsewhere." He said in a voice that was a combination of Wally's and a much deeper one.

A golden Ankh appeared behind Ben as he was transported away.

**Inside the Tower**

Abra Kadabra had just trapping the four teenagers when Ben appeared behind him. "Ah the Alien Shapeshifter." He said, as he shot electricity from his wand.

Ben crossed his arms to block the attack, and was surprised when he actually absorbed the blast and felt no pain.

"It seems you can absorb my attacks right down to the chromosome." He analyzed.

Ben smiled as he had a new name for his alien. "More like Chromostone!" Ben exclaimed thrusting his fist in the air for dramatic effect. When that happened a rainbow colored beam fired.

"This is gonna be fun." Ben said and the fight began.

**Top of the Tower**

"Give it up, Nabu!" Klarion shouted, hurling red globes of energy at a golden ankh that Fate had summoned. "Order went out of style in the twentieth century!"

"This battle is pointless You sought to take the Helmet before it gained a host, but you are too late." Fate replied.

Klarion scowled. "Shut it, you old fart!"

The Witch-Boy raised his arms, and in response, two towers of stone curved up and slammed together on Doctor Fate. The Lord of Order, however, was unharmed. A golden ankh glowed over the stone, which then exploded. Doctor Fate glared at the Lord of Chaos.

"Brat." He said, creating another ankh, which then fired a beam of golden light at Klarion, who split apart into thousands of tiny specks, which then scattered and reformed behind Fate. Once he was whole again, Klarion hit Fate in the back with a stream of crimson lightning.

**Inside the Helmet**

"Ah!" Wally groaned as he felt the pain from the assualt. "What gives." He asked.

"Well it's your body." Kent replied with a simple shrug.

"Then let me control it." Wally requested. "With Fate's power and my speed-"

"Sorry, doesn't work that way." Kent cut him off. "Now you see why it's been so long since I've put on the helmet."

"And if Fate loses this fight?" Wally asked, though he had a pretty good idea.

Kent's face was grim. "Then you see Inza before I do."

**Outside**

Aside from the beginning of the fight, Fate was on the defensive the whole time. Plus on top of that, his powers were a far cry from what they should have been, a fact that Klarion was quick to point out.

"You're out of practice, Nabu." He gloated, even as he slammed the Sorcerer Supreme into the roof of the Tower again. "And that pathetic host body has no affinity for the mystic arts."

Klarion raised his hands to the sky, which answered with roiling thunderclouds. Those clouds discharged a massive bolt of red lightning, which Fate only stopped by putting nearly everything he had into a small shield around himself. The resulting impact created a kaleidoscope of colors.

"Oh look, rainbow powers." Klarion said, momentarily distracted.

At his feet, Teekl meowed loudly, making Klarion scowl. "I am paying attention, you stupid cat." Teekl only yowled again. "In case you hadn't noticed, I'm winning!"

**Inside the Helmet**

"Why's Fate losing? Isn't he supposed to be an all powerful lord order?" Wally asked.

"I hate to admit it, and I really do, but that brat is right." Kent responded. "Nabu's out of practice, he hasn't used his powers in decades. Plus your body doesn't have a lick of magic, so it's like putting a square peg in a round hole." He explained.

Wally then had a thought. "Wait if he's using my body, then why doesn't he use my speed to help him out?" He asked.

Kent was about to berate him for being stupid, but stopped himself. "I don't know, my guess is that it's a matter of pride, or combining science and magic could be painful or dangerous."

Wally then took a gamble as he shouted into the void of the Helmet. "Hey Nabu, Doctor Fate, or whoever you are, if you can hear me use my powers to help you beat this kid!"

After a few moments of silence, Wally didn't think this would work, until. "Very well, but know it will be painful." Nabu replied.

"Better than being dead." Wally replied.

"You've been warned." Nabu replied.

Then suddenly electricity coursed through Wally's body as if he was being hit with a constant stream of lightning. "Gah!" He screamed.

"Yup definitely painful and dangerous." Kent said to himself.

**Top of the Tower**

As Klarion used was still arguing with his cat, Fate, using his knew powers, ran out of the blast after only briefly dropping the shield.

"What the!" Klarion exclaimed as he looked for the sorcerer. Only to be hit by a golden blast from behind.

"Hey." The villain whined, as he sent his own magical blast. Fate merely sidestepped out of the way.

"Killjoy." Klarion whined as he wildly shot magic blasts at Doctor Fate who avoided every single one of them, and fired golden blasts in between to further anger Klarion, which made he more predictable.

The cat meowed again which distracted Klarion. "I know he's faster now Teekl, stop distracting me!" He shouted before throwing a black sphere in the air which shot down multiple black and red lightning bolts all over the roof.

Fate dodged all of the blast and got ready for an attack, this time he aimed for the cat. When he fired, Klarion put up a shield, but this did nothing as it hit the cat.

"Teekl!" Klarion shouted in horror, then glared at Fate. "I can't believe this, first you access a mortal's ability then you would assault a defenseless pussycat!"

"You and I know that it no mere cat. It is difficult for either a Lord of Order or Chaos to maintain their presence in the physical plane. I am bound to the helmet, therefore I have no human host, but that is not you way is it." Doctor Fate replied.

"You're babbling, Nabu." Klarion snarled, as he fired multiple fireball's.

"Am I?" Fate asked, anf using Wally's super speed he dodged the attack and fired a beam of energy at the cat, at near point blank range.

"We both know that creature is no mere cat." Fate intoned, before continuing. "And without your familiar, you have no anchor in this world."

Klarion looked at his hands, which were starting to fade in and out. It was true—he was starting to lose his grip on the physical plane. Still, that didn't mean he couldn't rail against the one responsible. "Bully! Killjoy! Geezer!" He shouted.

Fate raised his hands and fired another beam of energy.

"Holy cow!" Klarion jumped backwards into a red portal, reappearing next to his familiar and scooping the cat up into his arms. "We're outta here!"

In a storm of red-and-black fire, the Lord of Chaos retreated.

**With Ben**

Chromostone and Abra Kadabra were at a stalemate. Ben would absorb his attacks and fire at him, only to have it be dodged or blocked.

That all changed when a golden ankh appeared behind the criminal; when it faded, Abra's wand, technology, even his clothes were gone. With the technology powering the energy-nets erased, the other members of the Team got up, each of them wanting to repay Abra for the earlier fight.

However Superboy was the closest. "Show's over." He said, punching the villain in the face, easily knocking him out.

"Don't forget to tip your waitress." Ben added, the team then turned to him almost ready for fight until they saw the insignia. "New alien, I call him Chromostone."

Ben then transformed back into human and said. "Now let's find the running man."

**Inside the Helmet of Fate**

"Woohoo! That's how we kick it on the earthly plane!" Wally cheered.

However, if he had been expecting for Nabu to remove the Helmet after winning, he was sorely disappointed.

The speedster turned to Kent and asked. "If we won, why isn't Nabu taking off the Helmet?"

"Because the world needs Doctor Fate." The deep voice of Nabu said, appearing before Wally and Kent in the shape of the Helmet. "I shall not relinquish this body." He told them.

"You can't do that!" Wally said defiantly. "He can't do that right?" He asked turning to Kent.

"Can, but shouldn't." Kent said, then turned to the Helmet. "Nabu, this is not the right candidate. He only wore the Helmet as a last resort, and you know that you can only use his body for as long as the crisis lasts. That crisis is now over. Besides, this boy's soul belongs to the world of science, not sorcery."

"That is true." Nabu admitted before saying. "But it's better then sitting here isolated for decades. And chaos must not be allowed to reign."

"It won't happen again " Kent assured the Lord of Order. "The boy'll take the helmet and make sure you're put to good use."

"Yeah, I swear totally!" Wally promised, more than willing to do a good thing like bringing back a hero in order to get his body back.

"In the meantime." Kent continued. "I'll stick around and keep you company."

"Wait, what about you ascending and seeing Inza?" Wally asked, with concern.

"So you believe now, eh?" Kent smiled. "Don't sweat it, kid. I'll spend a few millennia here, then I'll see Inza. That's the great thing about eternity." He paused as he took out his pocket watch that held the photo of Inza. "Its eternal." He finished.

"The Bargin is acceptable." Nabu rold them.

"Some free advice before you leave." Kent said to Wally. "Find your own little spitfire, one who won't let you get away with nothin'. For example, that…"

Kent never finished as Fate removed the Helmet and there was a blinding golden light.

Wally pulled off the Helmet, the outfit of Doctor Fate fading back into his civilian clothes. His eyes fell on the body of Kent Nelson, he walked up to the corpse, kneeling down and placing the fallen pocket watch back in the man's hand.

He stayed there, head bowed, until the rest of the Team found him.

**Mount Justice **

The team had explained to Red Tornado and Batman, the latter having arrived minutes earlier with Robin, about the events that had transpired. So they praised the team for their work and took Kent's body.

Meanwhile Wally had just placed the Helmet of Fate on what was his 'Trophy Wall'. On one shelf, the souvenirs that Wally had collected on the Team's missions were arranged in a row. For the time being, it seemed a good place to hold the Helmet, at least until someone needed to use it.

He stared at the Helmet for some time, until he heard a cough from behind him. He turned to see Artemis, leaning against the doorframe. "So, what happened to you when you put on the Helmet?" She asked.

Wally almost impulsively tried to give her a scientific explanation, but decided to be the bigger person. "I'm not really sure, can't explain it." He told responded.

Artemis tilted her head. "Really, does that mean that you believe in magic now?"

"I consider it a possibility that some things can't be explained with science." Wally replied.

"Wow, I'm genuinely impressed." Artemis said without a hint of sarcasm. "That must have taken a lot to admit."

"It did." Wally admitted, as they both stared at the Helmet for several moments, until Wally spoke up. "You're not gonna let this go are you?" He asked, but he had already had an idea on the answer.

"Baywatch I'm never gonna let you get away with nothing." Artemis responded leaving the room.

When she said that, Wally remembered Kent's last words to him. "_Find your own little spitfire, one who won't let you get away with nothin'. For example, that…_"

He thought it over for a bit. "Nah it can't be." He said in denial then went to the Kitchen.

**With Ben**

The shapeshifter put the key to the Tower of Key away with his own souvenirs. Unlike Wally he didn't need a trophy case, he just had a plastic bin under his bed that he put them in. Including the ones with Zatanna.

He then sat down on his bed and began texting her. "_Hey guess where I was?"_

"_Let me guess, saving the world._" Came the instant reply.

"_Tower of Fate._" Ben replied.

"_THE TOWER OF FATE!" _Zatanna replied, with a bunch of shocked emojis.

"_Yup, almost died, found the helmet, met Kent Nelson, may he rest in peace._" Ben said.

"_Oh my gosh he died!"_ Zatanna replied.

"_Yeah Klarion got a lucky shot."_ Ben informed her.

"_Wish I could've met him._" Zatanna replied.

"_Will a trip to the tower make you feel better?" _Ben asked hoping to lift her spirits.

"_Yes, tomorrow._" She replied instantly, with smiley emoji's.

"_How's Ship doing?" _Ben asked, changing the subject.

_"Fine, he's really loving the Transformer's, look._" She explained then sent him a video of Ship turning into a much smaller version of Optimus Prime. "_My name is Optimus Prime, we are autonomous robotic organisms from the planet, Cybertron._" The little alien said, perfectly imitating his voice. Ben laughed at this.

**I hope you enjoyed this chaoter and the changes I made to it. Also I'm not done with the Ditto's and if any of you have any suggestions with that please PM me. P.S. my birthday passed, so please leave a review as a present.**


	9. Chapter 9

**Hey guy's me again, thank you for being patient and I really hope you enjoy the chapter. Just letting you know in advance this one isn't gonna have fighting in it.**

**Ivy Town**

Zatanna was in the living room watching Big Hero 6 with Ship. This had become a common routine for the two, they would hang out with a movie while her father was doing League business.

At first Zatanna thought it would be much more difficult to hide an alien pet, but it was easier than she thought. Not to say there weren't a few close calls, like when Ship was in the Kitchen and her father came in. But lucky for her Ship turned into a toaster to blend in.

A knock on the door disrupted her from her thoughts. "Ship hide." Zatanna urged in a whisper, he then hopped off the sofa and went under it.

Zatanna then opened the door expecting her father, but too her surprise it was Ben. "Hey how's it going." He greeted casually.

"Ben! What are you doing? Get in here." She responded, pulling Ben into the house, then looked to see if her neighbors saw.

"I'm the world's greatest superhero not a burglar." Ben said after Zatanna closed the door.

"If my neighbors saw a boy come in they'll tell my dad, they live for this type of gossip." Zatanna told him.

"Or he could think your neighbors are a bunch of liars." Ben suggested hopefully, only to receive a 'really' look from the magician. "What, it's a possibility."

"Ship." The little alien replied, as he came out from his hiding place.

"Hey there, nice to see you too." Ben said, as he pet Ship, much to the aliens delight.

"There's some french toast in the kitchen if you're hungry." Zatanna told him.

"Sweet because even though Miss Martian can bake, her cooking still needs work. Although Kid might be encouraging her because he keeps eating it." Ben replied heading toward the Kitchen, while Zatanna followed.

"What are you doing here, I thought you said you were gonna call or text when you left the cave?" Zatanna asked taking a seat by the kitchen table.

"I did, but you never responded and I waited for like an hour." He replied, taking some of the leftover breakfast. "Man your dad is a good cook." The interdimensional traveler commented.

"A little magic and it's ready in like five seconds." Zatanna informed him.

"Also I didn't get any-" Zatanna was about to add, but trailed off as she couldn't find her phone. "Ship did you take my phone again?" The magician asked.

Apparently one of Ship's favorite things to do was steal Zatanna's phone and treat it almost like a chew toy, only without slobber.

Ship jumped on the table and spit out the phone almost as if it was a hairball. "Ship." The little alien said, while wagging his tail, Zatanna then picked up her phone showing Ben had texted her about meeting in their usual spot.

"So ready to go?" Ben asked, as he was about to grab another piece.

"Yup." Zatanna replied, then chanted an incantation and teleported the three of them to the woods.

Since Ben was sitting down on a chair and the chair didn't teleport with them, he fell on the ground. He groaned as he picked himself up. "Little warning next time please." He requested.

"Sorry." She replied then knelt down beside Ship and said. "Okay Ship show Ben your new trick."

"What new trick?" Ben asked, then Ship jumped into the air. His body extended, then morphed into a boxy shape with wide wings, each of which had several large weapons underneath. "Ship." The alien cried in a much deeper voice.

"Okay that is awesome." Ben cheered, then had a thought. "Wait won't people notice a black and green ship flying through the air?"

Ship responded by activating a stealth mode turning him invisible. "Question retracted." Ben said, then Ship put down a ramp so the two teens could get on.

"This is really cool." Zatanna commented as they stepped inside, and looked at all the controls.

When Ben sat in, what was presumably the pilot's seat, he was moved and another seat took it's place. "Hey." Ben complained.

"Guess this is my seat." Zatanna said, sitting where Ben had tried. "Ship." The alien said, acknowledging that she was correct.

**Salem, Massachusetts**

Once the coast was clear the two hero's stepped out, and once they did Ship morphed back into his normal form.

"You have the key?" Zatanna asked, and Ben only held up his souvenir from his previous adventure in response.

"Ok so I think I was about right here." Ben said, as he insterted the key in mid air, then turned it, revealing the tower of Fate to them.

"I can't believe this is happening." Zatanna squealed in excitement. When the door opened the three walked in, and the door instantly shut.

As Zatanna looked around, Ben spoke up. "This is wrong."

"What is?" Zatanna asked, with concern, as Ship hopped on her shoulder.

"There's supposed to be like this weird holographic version of Kent that's supposed to like see if we're the good guys." Ben explained.

"Ship ship ship." The little alien spoke.

"Ship's right, maybe since the helmet is gone the tower doesn't need that big of security." Zatanna translated.

"You understood that?" Ben asked.

"Kinda sorta, it's difficult to explain." Zatanna replied, while rubbing Ship's head, much to his delight.

"Well come on let's take a look, and hopefully not get killed in the process." Ben said, as they began walking into a random direction, with Zatanna leading.

"You know where you're going right?" Ben asked.

"Nope." Was simple reply.

"Neither do I." Ben said with a shrug.

**Watchtower**

Batman had called a few Leaguers to discuss something that's been on his mind for a little while now.

"Apologies I am six seconds late." Red Tornado said stepping in.

"It's fine not a problem, we're still waiting for Flash." Superman said.

Ten minutes later, the scarlet speedster came in. "Sorry I had something to care of." Flash said as he took his seat.

"You have some mustard on you face dude." Captain Marvel whispered, while pointing to the corner of his own mouth indicating where it would be.

"Now let's get started." Batman said.

**One paranoid suspicion sharing later** (Spongebob narrator voice)

"Batman don't you think you're overreacting a little?" Superman asked, once Batman was done explaining why he had called everyone here. Apparently he had suspicions that Ben was some type of spy.

"Maybe, but then why has he refused to let us examine the device?" Batman retorted.

"Um maybe cause it can hurt, like really bad." Captain Marvel said, reminding the League of when he tried to remove the Omnitrix.

"We should still be able to analyze it even without it being removed. Also why has he refused to explain the devices full capabilities?" Batman replied.

"Correction, The Omnitrix has refused to discuss the functions of the device with only you." Red Tornado pointed out

"So he's shared the knowledge with you." Wonder Woman said.

"Only what he know's, which most likely isn't anymore than what is already on The Batman's file's." The robot said.

"Tell us then." Batman requested.

"The device is called the Omnitrix, which gives the user access to alien species to be able to transform into. It runs on self sustaining energy so it recharges when not in use, tampering with it can result in, mixing the genetic code of his aliens, a security system, as well as the self destruct feature, which has a range of the entire universe." Red Tornado explained.

Everyone's eye widened after hearing that last part. Who would make something with ability to destroy the entire universe!?

"So you see why it is dangerous then." Batman said, thinking Red Tornado would realize how a device like that is dangerous in the hands of a child.

Red Tornado spared no second in replying. "It is more dangerous to tamper with something we are nowhere near to understanding, since the only likelihood of that feature activating is unauthorized examination of the Omnitrix."

"Which is what you desire. Am I incorrect?" Red Tornado added.

"You seem to know alot Red." Green Lantern pointed out.

"Ben and I communicate frequently, he said that, and I quote, "that I trust you bro." Red Tornado replied.

"So you have information we don't, that you're not sharing." Batman said.

"That is accurate." Red Tornado responded.

"Then share it." Batman almost demanded, while narrowing his eyes, that made Captain Marvel and Flash not even glance at the Caped Crusader.

"No." The robotic leaguer replied simply.

"Why not?" Batman asked.

"Simple, Ben trusts me and I wish not too break that trust. Should any information I have be suspicious or endangers the life of the Team, the League or the world, I shall inform you." Red Tornado explained.

Before Batman could reply, Tornado added. "Do you not trust me?"

"I do trust you, with my life." Batman replied.

"But not with others, correct? Otherwise we wouldn't be discussing this topic at the moment." The robot said.

The League was very surprised by what was going on, more toward Tornado. Who always follows Batman's orders to the "T" now refused to, and his replies seemed almost human.

"I would like to request to leave early from this meeting." Tornado suddenly said, breaking the silence.

"Why's that?" Superman asked, though he, and everyone else, had some idea.

"If the topic of this meeting is merely about if Ben is an enemy or an ally I shall like to abstain." He explained.

"Very well, any objections." Batman said, know the robot would only do this if there was a legitimate loophole to leave. Nobody else objected, and with that Tornado left.

**With Ben, Zatanna** **And Ship**

They've been walking for a while and they were going down a really long hallway, with suits of armor every 10 feet or so.

"Well we're lost." Zatanna blatantly stated, with Ship agreeing.

"What makes you say we're lost?" Ben asked as the two now stopped.

"Well if you don't know where you are, what path your on or where your going that means you're lost." Zatanna argued.

"Ship ship." Ship added, which Ben guessed as him agreeing with her.

"Well we're in the tower of Fate, and we've been going straight toward nowhere." Ben listed, before snapping his fingers when an idea came to him. "So let's make our way out."

"Ship ship ship." Ship exclaimed, so excited to break something he jumped off her shoulder and turned into a cannon, before blasting the wall.

Ben and Zatanna both coughed from the dust that was made. "Well that's (cough) one way to do it." Ben said.

They walked out and saw a beautiful medow, Ship then ran around, obviously enjoying it. "Looks like this is spring season in the tower." Zatanna said.

"All we need is a picnic and boom, this is a perfect date." Ben stated, without thinking, causing them to blush.

"Not that this is a date." Ben quickly added.

"No it's totally not." Zatanna replied. "Just some friends hanging out in a date like place."

"Yeah totally." Ben replied, with two thumbs up and grinning like an idiot.

Meanwhile Ship stared at them and shook his. "Ship ship ship ship ship ship." He muttered, and to anyone who understood, would have the same thought. 'It was too sad too watch.'

"Hey let's just find that door, ok." Zatanna said, before walking in hurry with Ben behind her.

After a while of just walking through the beautiful scenery, Zatanna spoke up. "This place sure is beautiful."

"Yeah it is." Ben replied, but looking at Zatanna then looked away as Zatanna turned her head, both of them blushing.

**Watchtower** **(After Red Tornado left)**

"In addition to Ben not giving us the information that I stated, he also chose to be San Francisco's hero." Batman stated.

"And that's bad because?" Superman asked.

"The timing, a few weeks ago tachyon particles were detected all over the city and all the way to Ivy town." Batman said.

But he wasn't done. "And I found this." Then pulled up a yellow fabric in a tightly sealed bag.

"What that?" Flash asked.

"You don't recognize it, maybe this will help." Batman said, before showing an analysis it, after several seconds it pulled up a picture of Eobard Thawne, a.k.a The Reverse Flash.

"How did get here without us knowing?!" Flash asked, his blood almost boiling at the thought of his greatest rival, and the very man responsible for killing his mother.

"I don't know, but what I do know is that Ben had something to do it." Batman replied, before pulling up and image of the Omnitrix insignia.

"When Ben transforms an a small energy is emitted each time he does, now take a look at this." The caped crusader informed them then pulled up images of the Omnitrix insignia over several spaces of the tachyon trail.

"Both of these appeared at the exact same time, in places corresponding to eachother."

The League looked at eachother and thought 'what does this mean?'

**With Ben, Zatanna and Ship**

Like before they had been walking but seeing no exit of any kind. The two teenagers avoided conversation while walking next to eachother. Ship meanwhile, being the match maker he is, knew what was up and wanted to do something.

Ship looked around and peered into the bushes and had an idea. "Ship Ship Ship Ship Ship Ship Ship Ship Ship Ship Ship." The little alien shouted urgently then ran into the bushes.

Zatanna and Ben followed but were curious, once they started to walk where Ship ran Zatanna spoke up. "What did he see that-." Zatanna was cut off as she and Ben both lost their footing and began rolling down a hill.

They only stopped after reaching the bottom in a very awkward, to say the least, position. Zatanna was on top of Ben, flowers were all around them and their faces were mere inches away from each other.

Before either could say a word, Ship intervened by jumping on top of Zatanna's back forcing the two's lips to meet. At first they were shocked, but then they sank deeper into the kiss.

After about a minute they broke apart, both wide eyed.

"Ship Ship." The alien cheered, clearly happy with the result.

"Finally!" A new, but familiar, voice cheered.

The two teenagers and pet alien looked up to see Verdona. "I thought I would have to do something drastic." The anodite added before coming down.

**Watchtower**

"Yes I heard his heart flutter a bit, but what does that have to do with anything?" Superman replied.

Batman had moved onto how Ben captured Professor Ivo and Dr. Animo _alone_ and how when questioned something seemed off.

"His story was, the Omnitrix teleported him in the exact place to the exact person we were after, to which he was strictly informed to not pursue." Batman said.

"Uh hate to interrupt, but Ben said he couldn't contact us because they jammed all signals or something like that." Captain Marvel said.

"True, but why was the factory destroyed?" Aquaman asked.

"If I may." Martian Manhunter spoke up. "While I am unable to read his mind without causing psychological trauma, I could tell he was being sincere when questioned about the hidden factory's destruction."

"However, when questioned about being alone and how he got there, I could tell he was slighty nervous." The Martian added.

"And lastly." Batman spoke up, drawing the attention back to him. "Is most obvious in my opinion, the timing of his appearance. He appeared, not only we discovered the true Cadmus, but just after we formed Team, and just when an android, with similar abilities to Red Tornado, was attacking."

If anyone who thought Batman was purely paranoid before, now at least saw why Batman suspected Ben.

"So do we just arrest him, or what?" Captain Marvel asked, rather ignorantly.

"Not until we have more concrete evidence, so until then all of Ben's must be monitored." Batman answered.

"I'm not checking the bathroom." Flash said to himself.

**Tower of Fate**

"Grandma, what are you doing here?" Ben asked, while both of them blushed, for obvious reasons.

"Well I heard about Kent dying and the Helmet being moved so I came to clear out any potential item's that are dangerous." Verdona answered.

"So basically everything." Zatanna guessed with a sigh.

"Yeah but I need to keep these with you." Verdona replied, as several books appeared on her palm instantly. "I don't have enough room on my shelves." She added with a wink.

"Thank you, this is awesome." Zatanna squeeled as she shoved the books into her magic bag.

"Now some free advice." Verdona spoke again, then cleared and took a deep breath, making it appear she was gonna give a lecture, but in fact it was only fuve simple words. "Go on a date already." She ordered before vanishing.

As she did a door behind the trio came up from the ground and opened up, revealing the outside world. "Guess it's time to go." Zatanna said, while Ben agreed.

Once they stepped out the door disappeared and Ship jumped inside Zatanna's bag.

Ben and Zatanna just stood there awkwardly refusing to look at eachother. Both having similar thoughts about what had just transpired.

"Can I tell you something?" They both asked eachother.

"You go first." The spoke simultaneously again.

"No you go first." Again.

"On three, same time." Once more.

"One, two, three." Again.

And finally. "Will you go out with me?" They then covered their own mouths and just stared at eachother.

Zatanna then gestured her hand for Ben to speak, while she listened.

"Will. You. Go. Out. With me?" Ben asked very slowly, and nervously.

Zatanna giggled at this and decided to imitate him. "Yes. I. Would. Like. To. Go. Out. With. You."

The two then began laughing, until Ben asked. "Okay where and when?"

"Now and I know the perfect place." Zatanna replied without hesitation.

**Ivy Town**

In Sam's Smoothies laughter was heard as Ben and Zatanna were eating chili fries and drinking smoothies. And for once Ben was laughing at one of Zatanna's stories.

"That really happened?" Ben asked, barely containing his laughter.

"It's true." Zatanna replied. "After my dad left, he came back like two minutes later, and Ship turned into the coffee maker, next to the other coffee pot. And my dad turned him on but grabbed the coffee from the night before in the other pot."

"I wish I could've seen his face." Ben said, having an idea of what happened next.

"He spit it out in our cereal, and that's why I was allowed to use magic to make breakfast." Zatanna finished.

"What about Ship?" Ben asked.

"He jumped out the window, and blew a raspberry." Zatanna replied, making them laugh even harder. "He...thought it...was a... raccoon." Zatanna struggled to say in between laughs.

Ben then got an alert on his phone, it was Batman's insignia, indicating that a mission debriefing was gonna take place.

"Batman needs you?" Zatanna guessed correctly while taking the last chili fry.

"Yup, sorry we gotta cut it short." Ben replied sincerely, while getting up.

"Don't worry, once I'm a big time hero I get to blow you off." Zatanna said with a wink, Ben smiled as he left.

"He's a catch." An employee with light brown hair, around Zatanna's agetold Zatanna.

"Thanks, and how did we owe ya?" Zatanna replied, pulling out some money.

"Oh he took care of it, left a huge tip too." The woman replied.

"Really?" Zatanna said surprised, they spent like ten minutes trying to decide who pay's and ultimately Zatanna won, saying she would.

"Yup he also brings alot of business, and his chili fries idea, was also gold." The employee replied.

"That's why they got on the menu." Zatanna said, once more surprised.

"Yup, put like twenty cards in the suggestion box, he even used my brother's name." The employee answered.

"Thanks...Sam, like this place." Zatanna said, finally reading her nametag.

"Yup my mom owns it, I manage it, and my brother likes to not be here as much as possible." Sam informed

"Well good night Sam." Zatanna said, as the two waved goodbye.

**Mount Justice**

Ben walked in as most of the rest of the team was waiting. "Sorry I'm late." He apologized.

"It is alright, we are waiting for Kid Flash." Aqualad said, and just then Wally ran in a second later out of breath.

"Sorry...late...had to...phew I need a minute." Wally tried to explain.

"How is a guy with super speed always late?" Artemis asked.

"Guess it's the axiom of superspeed." Robin replied.

Deciding it was time, Batman brought up a holo-map and began to explain the next mission. "The Watchtower detected an immense power-surge in the Bialyan desert…"

**Sorry this took so long, school and work are such a b-word. Thank you all for your patience and please leave comment, let me know what you think.**


	10. Chapter 10

**Hello it's me again, I hope you enjoy this chapter, but it isn't gonna be that much different from the show**, **but I did change some things.**

**Biyalia**

When M'gann awoke, she had no idea where she was. She wasn't on Mars, that was for sure; the sand around her was not red, nor was the moon Phobos or Deimos, Mars' moon's.

"Hello Megan, I'm on earth." M'gann said, finally realizing where she was. "But how did I get here and why am I here, and why am dressed like this?" She asked to herself.

A sudden impact on her left jarred her out of her thoughts. Stepping out of the dust, a human emerged, he had black hair and wore blue pants, black boots and a black t-shirt that had a red shield on it. A shield which M'gann recognized.

"Wait are you Superman?" She asked the human, who ripped off his shirt and jumped at her with an animalistic roar.

M'gann flew out of the way in response, but the boy just jumped at her again. M'gann tried to block his attack with her telekinesis and while it protected her, both of them were sent flying.

The Superman impostor looked around, but found no target, so he jumped away, leaving a confused M'gann behind, who once it was safe drcamouflaged. "What is going on?" She asked.

**Elsewhere**

Robin picked his way through a field of stones without a sound. He woke up with no memory of how he got, wherever he was, a few hours ago.

The sound of nearing engines made Robin hide in the shadows of a large boulder. A few moments later, a small convoy of military vehicles drove past, but didn't notice the hidden hero.

"Those were Bialyan foot soldiers!" Robin exclaimed, as he tried to find out where he was on his computer. "But what are Bialyan foot soldier's doing in… Bialya!? Okay, better question: what am I doing in Biyalia?"

Then Robin checked the date on his computer. "And in September, what the heck happened to March?"

"This is making less and less sense." Robin said, raising a hand to the communicator in his ear. "Better radio the batcave."

Just before he did so, however, he had a brief, but vivid flashback of Batman ordering radio-silence at all times. He slowly lowered his hand. "Or maybe not." He decided.

Robin continued to through his computer, hoping to find some type of clue. He looked at the map until he spotted something unusual. "Guess I should start there." He told himself before heading off.

**Elsewhere in a Shack**

Wally West was unconscious, but he began to wake up when he heard a mixture of beeping and clicking. Groaning as he got up, he grabbed his head in an attempt to stifle a migrane.

That's when he noticed his surroundings, he was in some run down shack, next to a beautiful blond girl, who was wearing an outfit that gave a Green Arrow vibe.

Then he saw a kid with brown hair and green eyes across the room, tinkering with some weird bulky watch of some kind. "Who are you?" Wally asked.

The kid looked up for a second, and merely blinked before going back to his watch.

"Hey kid I'm talking to you." Wally stated, almost like a bully, as tried to get up, his stomach growled, indicating he was hungry, and for a speedster, a buffet would be considered an appetizer.

The kid threw a backpack he had and Wally caught it, but looked at it with caution. He turned back to the kid who still kept twisting the watch he had.

Wally opened it and saw a large quantity of candy bars and snacks. "Sweet." He cheered as he was about to grab one at random he saw one of his own protein bars, made especially for a speedster.

"How do you have these?" Wally asked, the kid finally looked at him and gave a shrug, indicating he doesn't know.

Kid Flash was about to question the mysterious boy again, but is stomach told him to just eat, which he did. "I'm Kid Flash, though you probably knew that." He introduced himself.

"No I don't." Was the response.

"Come on dude, I'm on New's." Wally complained.

"Total amnesia or something, I only know my name cause my phone case has it." The kid explained, as he held up said phone with the name 'BEN' and '10' below it.

"Ben 10, are you related to Kim Possible?" Wally teased.

"That's real funny Flash boy." Ben replied sarcastically.

"It's Kid Flash, why is that so hard for people to remember?" Wally groaned in annoyance.

"Maybe cause it's not worth remembering." Ben smugly replied, then proceeded to high five someone, as if on an instinct, but since nobody was there, he high fived himself instead.

Another groan interrupted them, it was from the girl. Wally immediately went over to her, and proceeded to try and wake her up.

"Hey." He said, making Artemis stir. "Hey, wake up!"

Artemis opened her eyes; the first thing she saw was a brown-haired boy wearing a black, skintight outfit standing over her. In surprise, she dashed backwards, until her back was pressed against the wall of the rickety shack that they were inside of. That's when she noticed Ben on the other side observing the situation.

"Chill take it easy." Ben told her.

"I'm not gonna hurt you. I'm one of the good guys; you know, Kid Flash?" The speedster explained.

"I've seen Kid Flash on the news." Artemis said. "He doesn't wear black."

"Yeah, still trying to figure that one out, myself." Kid Flash admitted, then pointed at her. "What about you? Bit of a Green Arrow fixation?"

Artemis looked down at herself, noticing the tight, outfit she was wearing.

"Who put me in this!?" She screeched.

Kid Flash quickly held up his hands. "Whoa."

"Yeah, I'm not touchin' that with a ten-foot pole." Ben commented.

"Well anyway, do you know how to use that bow?" Kid asked.

Artemis looked at the bow in her hands. "Y-yeah. My dad taught me… Dad! He must have done this! Another one of his stupid tests!"

"What kind of tests?" Kid Flash asked.

"Probably wants me to kill you guys." Artemis said, completely serious; Kid Flash stared at her, openmouthed.

"Is that a bad sign?" Ben asked, pointing out the window. That's when the other two heard a whistling coming straight toward them.

Kid Flash having an idea of what it was grabbed the two and ran out, just as several shells blew it up the shack. However the weight of the two slowed him down so they were still hit by the shockwave.

As they began get up, Ben saw something had popped up from the watch and an image was on the face of the watch now. Out of curiosity he pushed it down and was enveloped in a green light.

Artemis and Kid Flash, who were also recovering, saw this then heard. "I'm on fire, I'm on fire, I'm on fire!" As Ben was replaced by a man made of fire.

"Wait it doesn't hurt." Ben said finally realizing it.

"What the!" The older two said at the same time, but their thoughts were interrupted by machine gun fire.

Artemis and Kid Flash took cover, while Ben waved his hands and shouted. "I surrender!" But inadvertently shot a fire ball at a jeep, causing him to jump for cover by some rocks.

Artemis saw this, and took out an explosive arrow and fired it at another jeep, making it exploded upon impact.

Ben peaked out and saw some tanks coming there way. He then thought of an idea that was either really brave or really stupid.

"My head's telling me this wrong." He told himself in concern. "But something's saying go for it!" He added with full confidence.

Ben jumped over the rocks and ran at the tank. Just as it was about to fire, Ben fired a huge blast on the ground, launching himself in the air like a rocket. Then once he gained some altitude he shot a stream of flames as he was coming down.

Eventually the flames made it's way to either the fuel or ammunition, because the tank blew up. "Awesome." Ben commented, admiring his handy work until he realized another tank was aiming for him.

"Please do something." He pleaded with himself as he slammed the insignia on his chest.

Back with Artemis, who was readying another arrow, when the tanks turned their turrets to fire, and Kid Flash knew that it was time to leave. He quickly picked up Artemis again and ran off.

"Sorry." He apologized. "But they've got bigger arrows."

As the speedster effortlessly dodged the incoming shells, Artemis smiled. "Thanks." She said, then realized something. "Wait where's the kid?"

Kid skidded to a stop and did a 90 degree turn. "We got our problems to worry about." He said, as he dodged more shells and bullets.

"Hey guys." The two heard right next to them and saw a black and blue creature running by them. They realized it was Ben because of the insignia on his chest.

**With M'gann**

After hours of flying aimlessly through the desert, M'gann finally had had enough. She needed to know why she couldn't remember anything. She headed to the sparse shade of a small tree and hovered a few inches off the ground. She closed her eyes, focused.

Then she remembered, sort of, there are a few blank spots, but she had the gist of it. She was on a team, and they were sent here for a mission by Batman, and Ben was their leader.

"I'm on a team!" She exclaimed happily. "I have friends!" Then began flying again. "Uh team, can you hear me?" She questioned telepathically.

When no response came, she figured it was because they were out of range.

**With Wally, Artemis and Ben**

Once they were in the clear they stopped to try and figure out what was going on, and for Kid Flash eat. Thankfully he took the backpack.

"We've must've been here for at least twenty-four hours, otherwise I would have food on me." Kid explained, while munching on a protein bar.

"I feel like I need to tell you, I told you so." Ben responded, as human, it was discovered by simply slapping the insignia he could change form and after a few tries he became human again.

"Really, I feel like I should slap him." Artemis added.

Then something landed between them, knocking them all back a few steps. When the dust from the impact settled, it hadn't been a malfunctioning tank shell; instead, it had been a boy about their age, wearing combat-pants, boots and a black t-shirt with the symbol that Superman wore.

With a roar, the boy backhanded Kid Flash into a stone wall, then charged at Artemis. The archer calmly drew an explosive arrow and fired, but did no damage. She fired again and again, but still with no effect.

A flash caught the animalistic teen's attention, he turned just in time to see a pair of fists before he was sent flying.

"Don't you know it's rude to hit a lady." Ben stated as he became a red alien with four arms and eyes.

The angery teen only roared again as he jumped at Ben, who merely side stepped out of the way and grabbed his, would be, attacker. Then threw him on the ground, and stomped on his stomach. Ben was about to punch him, when he quickly recovered and right hooked Ben.

The shapeshifter stepped back in a slight daze, before he was tackled to the ground.

Artemis then fired, what she thought was an explosive arrow, but it turned out to be some type of high density foam. Seeing as how it trapped her target she smiled. "Useful." She said, aloud.

Until he broke free of it and began walking toward her, with a growl. He jumped at her and Artemis braced herself.

But then Kid Flash then interfered, earlier he ran a couple miles back then began running back as fast as he could, straight toward their attacker. Using his speed and momentum he sent a sonic punch straight at his side, causing him to go in an entirely different direction.

"Aaaaaahhhhhhh!" Wally cried out in pain while cradling his right arm. Either he didn't run fast enough or his target was alot tougher. Either way, it definitely hurt.

"You saved me." Artemis said in shock.

"Anytime beautiful." Wally smirked, before he cringed in pain again.

Both then heard a familiar roar come at them and saw that the kid already recovered, once again, and was coming at them. Before he did though an orange dog like creature intercepted the attack by jumping at him.

What followed was a brief struggle before the orange dog bit down on the leg and tossed the angry boy a few feet away. As he stood up he was hit by a tank shell sending him flying.

When he recovered he jumped at the tanks and began ripping them apart.

"Whose side is he on!?" Artemis shouted.

"You want to stick around to find out?" Kid Flash asked back; a moment later, they were on the back of the blind orange dog and began carrying them away.

After about a few minutes a beeping was heard, followed by a red flash. Next second Ben transformed back and they all tumbled onto the ground. Though for Kid Flash it was more painful.

"Guess the battery ran out." Ben quipped, as he rubbed sand out of his hair.

"Injured superhero here, remember." Kid Flash reminded him.

"Let me see." Artemis said, rushing over to him and carefully examining the arm. "Doesn't look too bad. Kid you gotta first aid kit?" She asked.

"Let me see." Ben replied then began looking inside the bacpack. "What do you know, found one with a note."

"What does it say?" Artemis asked.

"It say's 'I told you so dweeb's, ha ha ha' whatever that means." Ben replied.

"Ahem." Kid coughed, getting their attention back.

Ben and Artemis then tried to wrap some bandages around his arm but it was difficult since he kept squirming and fidgeting.

"Stay still dude." Ben ordered, frustrated by how difficult he was making this.

"How can I when everytime you touch my arm, it hurts!?" Kid angrily replied.

"Distract yourself with something." Artemis suggested.

"Oh like what?" Kid replied, sarcastically as Ben was about to make another attempt to wrap his arm.

Suddenly Artemis grabbed the speedster's face and pulled him in for a kiss and instantly Kid couldn't focus on anything else.

After a short while Ben was finished. "And we're done." Few seconds later they broke apart.

"I think I might wanna get hurt more often now." Kid said, with a goofy smile.

Before they could reply they heard the sound of an engine coming at them.

"More tanks?" Ben asked.

"Worse." Artemis informed as they looked to the sky and saw three Biyalian drones coming at them.

"Come on big money." Ben prayed as he activated the watch and pressed down on the dial.

He them became a creature with eye's all over his body except where they would normally be. "Eye didn't expect this." He said.

As bullets began to rain down on them, Ben accidentally fired a laser from his left elbow. While it did completely miss it gave Ben a handle on his powers.

"Eye think eye can work with this now." He told them then fired several blasts as the drones came back around and even managed to shoot one down.

"_Don't worry, I'm almost there!"_ An unknown voice told them, from inside their heads.

"Did you just hear a girl talking in your head!?" Artemis asked in shock.

Kid Flash shook his head, but smiled. "Girls are always on my mind… but they're not usually talking."

It was then that they saw a green-skinned girl fly overhead, chasing the drones; she clapped her hands together, and in a display of telekinetic power, the two remaining drones slammed into each other and exploded. As the debris fell, Miss Martian landed in front of the other two heroes. In Kid Flash's mind, there was only one green skinned person with telekinetic powers, but the appearance was still strange.

"Wow, J'onn," he said, "The new look is certainly, um, interesting, but it doesn't really scream 'Manhunter'."

"You know my Uncle J'onn?" Miss Martian said, her memories still a little fuzzy, then slapped her forehead. "Hello, Megan, of course you do! You're Kid Flash, Wally, and you're Artemis and he's Omnitrix, Ben!" She added excited having found her teammates.

"The Martian Manhunter has a niece?" Kid Flash asked. "How come I don't know about this?"

"You're name is really Wally?" Artemis asked, smirking while Kid Flash groaned and Ben laughed.

"It's okay!" Miss Martian assured them. "We're teammates, friends; I even made you cookies!"

"Then those were delicious by the way." Ben, who transformed back, commented, having eaten them earlier.

"You know her?" Artemis asked the speedster, a hint of something, like jealousy, flitting across her features.

"N-no!" Kid Flash said quickly. "I swear, beautiful, I've never seen her before in my life!"

Miss Martian sighed. "You both lost your memories, and I think everyone else on the Team did, too."

"There are others?" Artemis asked, "How many?"

"A few more, but I know Ben will get us out of it, he's the leader." M'gann replied.

"Him?" Artemis and Wally replied, pointing to said shapeshifter, who was using his pinky to clean his ears.

"Yeah I'm a little confused on that too, but I do know it was unanimous." M'gann explained.

"If you guys are all done, I found something on my phone." Ben informed them.

"What is it?" Wally asked.

"A map or GPS thing." Ben explained, showing a green dot, where they are and a red dot some distance away. "Guess we should check this out."

"It could be a trap." Artemis suggested.

"Okay then, where do you suggest we start?" Ben asked the emarld archer, although judging by her lack of an answer, she didn't know.

"Then let's go." Ben declared pointing forward and began walking, however Kid Flash noticed something so he took the phone and turned it over. Indicating Ben was holding it wrong. "I mean this way." Ben said, pointing his thumb behind him.

**Later**

It was dark, Wally normally would've ran ahead but since he didn't have his usual rations and after all that running and his injury healing, he knew he had to conserve his energy.

"How's the arm?" Artemis asked.

"It's pretty good now." Kid replied, taking it out of the makeshift sling and flexing it a bit. "A bit sore though."

Then a sound caught everyone's attention, it sounds like shooting. "Is it me or is somebody getting shot at?" Ben asked.

They rushed to where it was, and they source came from Biyalian soldiers shooting at the boy wonder.

Kid Flash, Artemis and Miss Martian joined the frey and quickly dispatched the attackers, before Ben could activate the watch.

Once the fight was over, Kid Flash gave Robin a high-five. "Hey, Rob." Kid Flash said with a smile. "Good to see a familiar face."

"Let me guess, you lost your memories?" Wally asked, after their little reunion.

"Six months worth." Robin said grimly, then gestured to the unconscious soldiers. "Let's hogtie these creeps and compare notes."

Robin then saw Ben coming down and threw one of his birdarangs. Kid Flash not suspecting it to be aimed at Ben, he didn't react.

"Dude!" Ben shouted, when the weapons hit his hand, causing him to drop the device and his hand to bleed from the cut.

"What the heck! They could be tracking us with that!" Robin explained, while shouting.

"You could've told me that before!" Ben countered before picking up the phone then shutting the device off completely.

"Who are you!?" Robin asked.

"Comparing notes, remember." Wally reminded the two bickering teenagers.

**A Short While Later**

By the time they had tied up the soldiers, and Miss Martian had explained everything, the evening had become night.

"So we're a team?" Robin asked, gesturing to them all.

"And I'm in charge." Ben proudly reminded them.

"Yes, us an Superboy." The Martian added.

"Superboy…" Artemis said to herself, then turned to Miss Martian. "Tall, black hair and really angry?"

"Yes!" Miss Martian nodded. "Have you seen him?"

"You should call him Feralboy." Kid Flash said crossly. "He attacked us!"

"He didn't know who we are." Artemis defended. "I don't know who we are!"

"At least you guys remember your last name." Ben said, one uping her. "What kind of a dumb name is Ben Ten?"

"I remember Batman ordering radio silence." Robin said. "Our team must work for him!"

"Hey, how do you know that we don't work for my mentor?" Kid Flash said, jabbing his chest with his thumb. As soon as he touched the lightning bolt emblem on his chest, his outfit became the familiar yellow and red. "Whoa! That is so cool!"

Kid Flash began changing his costume back and forth between stealth-mode and normal. The rest of the Team, save for Miss Martian.

"Cool." Ben said, as his Sweatshirt changed color as well.

"We look ridiculous!" Artemis complained, then glared at Kid Flash and Ben, who were still changing modes for their outfits. "Quit touching yourselves!"

"What I don't get is why Superboy attacked us if we all lost only six months of memory." Robin said.

"Because he didn't exist long enough!" Ben declared, excitedly.

"What do you mean?" M'gann asked.

"Think about." Ben started. "When babbies are born they act all emotional and cry and stuff, but since he's like a teenager he does what all teenagers do, get mad and moody for nothing."

"That kinda makes sense,." Robin admitted.

"But why aren't you like that?" Artemis asked.

"What am I Google?" Ben sarcastically asked.

"Maybe it has something to do with your watch." M'gann suggested.

"Could be?" Ben replied then began messing around with it and the insignia once again popped up. "Hey this guy has a big head, maybe he has the answers."

"Sure that makes perfect sense." Artemis stated with total sarcasm, even rollling her eyes.

"I know right." Ben replied, either not caring or not knowing about her sarcasm.

Once the flashed died down, Ben had transformed into, what appeared to be, a giant crab.

"A crab yeah he looks real smart?" Kid Flash said, grinning.

"You insolent meager Blatherskite! You could not fathom the intellect of a cerebral crustacean." The Crab alien replied, with what appeared to be a British accent.

"What?" They all asked, not knowing what a 'blatherskite' was (someone who talks follishly).

"Ah it's all coming back to me, the mission, the team, my entry to this Universe and Rojo." Ben said while pacing.

"Rojo?" Miss Martian asked.

"Oh my apologies, I fogot you were standing there. You may call me Brainstorm, now M'gann use your telepathy to help the other's regain their lost memories before it's too late."

"Well yes, our broken memories can form a whole, but only if they open their minds to mine." M'gann explained.

"You want to paw through our private thoughts?" Artemis asked defensively, crossing her arms.

"I have no wish to intrude…" Miss Martian replied.

"You need to hack our minds to fix our memories." Robin interrupted. "Got it, go!"

"My brain's all yours." Kid Flash said in a superior tone. "Try not to let its brilliance overwhelm you."

"Or underwhelm you." Robin joked, then tilted his head. "Hey, why isn't anyone just 'whelmed'?"

"No way." Artemis said defiantly.

"If that method disturbs you then may I recommend electro shock thearpy in your amygdala. (Where memory is stored in the brain)." Brainstorm suggested, opening his head and sending out small electrical sparks.

Kid Flash then slipped his hand Artemis's and gave a reassuring smile. "Last six months only, and only what you need." The archer told the martian.

Miss Martian's eyes glowed brighter, and suddenly everyone, minus Ben, was brought back to the Cave.

_Flashback_

The team entered the mission room where Batman and Ben were waiting. Which was odd since Ben usually came last.

Batman wasted no time getting started. "An immense power surge was detected in the Bialyan desert. Spectrum analysis revealed it to be extraterrestrial in origin. Find out what happened at that site, and what landed there."

"Bialya is a rogue state, ruled by Queen Bee." Batman brought up a holographic image of a dark-skinned woman wearing a wide tiara and a gossamer shawl over a tight-fitting, leather bodysuit.

"If it's ruled by a bad guy can't you, you know, take her out of power or send her to jail?" Ben asked, wondering why would the Justice League would let a villain rule a whole country.

"Deliberately overthrowing a government just because we don't approve of it is against international law." Batman explained.

"This is why I hate politics." Ben replied, finding that explanation unsatisfactory.

"Bialya is not a member of the League's UN charter, and all communications are subject to interception. Maintain radio silence at all times…"

Next scene was Ben in the kitchen gathering a bunch of items and stowing then away in his backpack "Dude what are doing?" Wally asked.

"We're going to the desert, you need to be prepared." Ben replied, before taking M'gann's cookies and putting them into a plastic bag.

"Baywatch, Ben what's the hold up?" Artemis asked, coming in, then saw Ben putting one last item away.

"A first aid kit, really?" Artemis asked once she realized what was going on.

"You know I'm gonna remind myself to say 'I told you so', when something goes wrong." Ben replied then quickly wrote down a note.

There was a flash of light, and then the Team was in Bialya, setting up a small sensor-array as soon as they got out of Ship.

They had landed just beyond the border of Bialya's neighbor, Qurac, and had then moved inside Bialya itself.

"_So far, so good._" Robin, who had been scouting ahead, reported telepathically.

"_Jackpot!"_ The speedster said. "_The site is lousy with Zeta-beam radiation; something was teleported here!"_

"_The greatest concentration of non-terrestrial elements is inside the main tent of that outpost_." Aqualad added.

"_M'gann check it out, in camouflage mode._" Ben ordered.

"_On it._" Came the reply.

"_We might have some unexpected visitors._" Artemis reported from her position.

"_What, Biyalians already?"_ Ben asked, a bit suprised.

"_Looks like a patrol, but they don't look Biyalian._" Artemis replied.

"_M'gann can you send us an image via Artemis mind?"_ Ben asked.

"_No problem._" Then the image that of three pale women riding standard issue Biyalian motorcycles while wearing Biyalian uniforms, but the leader stood out to Ben. "Rojo?" He said aloud.

"_Who's that?"_ Superboy asked.

"_Leader of some biker gang, but she disappeared after she and her crew broke out of prison about a year ago._" Robin reported.

"_She's also a bad guy in my universe._" Ben informed them.

"_No matter what we must be cautious and avoid an international incident._" Aqualad reminded.

The sudden realization made the link end, and the Team looked at each other, knowing who was missing. "Aqualad!" They all shouted in alarm.

"Ah it appears your you've remembered your lost comrade." Brainstorm said. "Whose physiology is susceptible to weather conditions, such as the desert, where there is a lack of water." He added.

"Where is he?" Robin asked, "What happened next?"

"I don't know!" Miss Martian said, nearly panicking. "That's the last thing that I, that we, remember!"

Kid Flash opened his mouth to say something, until he realized that he and Artemis were holding hands. They quickly separated, not making eye-contact.

"We landed twenty-four hours ago." The speedster said. "If he's been wandering the desert for that long..."

"If you turn your attention to the only being in this area with intelligence, I believe I can answer that question easily." Brainstorm said, then gestured to a map he made in the sand with several pebbles in it.

"I'll try to keep it simple for you." Brainstorm started then began to explain. "Each pebble indicates the different directions we all went during the psychic attack causing us to wander until morning."

"Judging by the different locations were all found and using an algorithm I have deduced Aqualad's location right here." Brainstorm explained pointing to his sand map.

"So he's ok?" Artemis asked.

"We'll be lucky if he's still breathing." The alien scoffed. "He could be dead, on the verge of death, stuck in quicksand, captured or even attacked by Xerocoles..." He began to list off.

"Ok we get it, we need to get to him." Robin explained.

"No you do, according to my calculations Biyalian reinforcements should be here any moment." Brainstorm replied.

"What?!" They all shouted.

"Why didn't you tell us!?" Kid asked in anger.

"That information was irrelevant until now." Was the simple reply.

"What do you mean 'irrelevant?'" Artemis asked equally furious.

Brainstorm just sighed, before saying. "To put it simple terms, irrelevant means-" He was cut off by Robin who said. "We're wasting time lets find Aqualad and SB and get out."

"Thank you, Miss Martian go fetch Superboy, who is most likey held up at a Biyalian camp, while the rest of you look for Aqualad while I divert the Biyalians." Brainstorm ordered, and immediately Miss Martian sent out to find the Kryptonian.

"But Superboy is basically invincible, just ask those tanks he ripped to pieces." Kid pointed out.

"Yeah why send her away, instead of helping us with Aqualad?" Artemis asked.

"I calculated a 77 percent chance she would have run off to find him right now, an 83 as you were finding him and a 96 percent chance once you have." Brainstorm explained. "Now leave, unless you wish to return Aquaman's sidekick well done with a side of tartar sauce."

Artemis, Wally and Robin then left as Brainstorm began walking in the opposite direction to meet his enemy.

**Biyalian Camp**

Prior to his Superboy had destroyed over a dozen tanks and injured five times as many soldiers, until Psimon had been able to take him down with a telepathic assault. After that, they had dragged the unconscious clone to the outpost, where they had caged the Sphere. As soon as Superboy had been brought into the tent, the blue 'eye' on one side of the Sphere had tracked him, almost like it was worried.

As Superboy yelled in pain, and the Sphere spun in place helplessly in it's cage, Psimon grinned sadistically. "Fascinating." He murmured.

**With Robin, Artemis and Wally**

It didn't take long for them to locate an unconscious, but breathing, Aqualad. He was muttering incoherent words in Atlantean.

"He's dehydrated, he needs water." Robin said.

"We gotta get him to the Bioship. Can you carry him?" Artemis asked.

"Yeah, but after everything today I might not get halfway there." Wally replied.

"Guess we're doing it the hard way." Robin said before the three began to carry him.

**With Ben**

Just moments after the team left, a trio of motorcycles came in and stopped right in front of him.

"Looks like we're having crab cakes ladies." Rojo commented, readying her gun. It appeared to be about the size of an SMG but looked more advanced and could shoot lasers. (Sorry bad with descriptions)

"Your desire to excess this altercation is quite frankly ludicrous as it will end with you and your compatriots being subdued with me being much more perspicacious." The cerebral crustacean replied.

Rojo had to take a moment to process this before replying. "You think you can beat me just cause your head is bigger." She said, aiming her weapon for emphasis.

Brainstorm sighed at her ignorance. "No, I am saying, I _know _I will defeat you, because my _brain_ is bigger." He corrected.

Rojo growled at his response and fired her weapon, shooting out a red laser, which the alien dodged by merely stepping to the side. "If you assume a straightforward attack would achieve an early victory then your intelligence is low, even by human standards." Brainstorm replied, clearly unimpressed.

"Swarm him." Rojo ordered and the three bikers began circling him like vultures.

"You know calling out your attack is not very effective when the opponent can hear you." The Alien informed.

He was ignored as the three of them began to fire weapons in rapid succession, hoping to eliminate him. However when the dust cleared he was still standing.

"What the, how?!" One of the girls stated in shock.

"You missed, perhaps I should go on the offensive now." Brainstorm replied, before sending an electric blasts at one of the girls knocking her out.

"You're odds of victory have dwindled into single digits." Brainstorm informed the remaining two.

Brainstorm then calculated that Rojo would fire next so at the last second he jumped out of the way, forcing Rojo's blast to hit her comrade.

"You got in the way!" Rojo shouted.

"Who needs an enemy with a friend like you." Brainstorm started, before adding. "Seeing as how my job of diverting your attention away from our objective is over, I must bid you adieu."

Then Brainstorm's head opened up, exposing his brain and sent and electric shock at Rojo rendering her unconscious.

And not a moment too soon as a beeping was heard and Ben transformed back into human. "Man first Animo now Rojo, I really hope Zombozo isn't here." He prayed, with a slight shiver.

Ben took out his hoverboard and began heading toward the camp to hopefully assist M'gann, since he knew the rest of the team was farther then here.

**With M'gann**

It didn't take long for Miss Martian to home in on Superboy's location. It was the same outpost that the Team had been observing last night, though there were a lot more soldiers guarding the entrance.

Miss Martian snuck into the tent, where she quickly knocked out the scientists who were between her and Superboy. Just as she was about to free him, however, a voice spoke from behind her. "_Psimon can't see you, Psimon can't hear you, but Psimon says forget._"

In a flash, Miss Martian found herself in her own mindscape, helpless against Psimon's attack.

"_That's it, forget, just like before._" Psimon said.

Miss Martian thought, and instead of forgetting, she remembered.

_Flashback_

She entered the tent as silently as possible, spyispying the scientist who had gathered around a caged sphere. "_I'm in._" She reported.

"_What the sitch?"_ Ben asked. (What reference is this?)

"_They're testing something, and it's in pain._" Miss Martian replied, before reaching out to the sphere's mind. "_Hello...can you hear me?"_ She asked unsure.

"_I can, an open mind is a dangerous thing_." A new voice said.

"_Someone's hacked the link!"_ Miss Martian said alarmed.

"_Psimon can't catch you. But Psimon can make you all…forget._" The villian said, before sending a telepathic pulse making them forget the last six months.

_Flashback over_

The experience was enough for Miss Martian to not fall for the same trick twice. She pushed back, preventing the attack from hitting home. A second later, a giant image of Psimon's face appeared in her mindscape.

"_Trying to stop me?"_ Psimon asked, with a chuckle, clearly humoured. "_Give me your best shot, but I'll warn you: no matter how hard you struggle, it won't be enough._"

The image then sent a bolt of black energy into Miss Martian, sending her hurtling across her own mindscape.

**With the others**

While the battle of the minds took place, the rest of the Team were carrying Aqualad to the Bioship, with a makeshift stretcher. But stopped to hide when a Biyalian patrol came by.

"What's the plan rob?" Wally asked, but the two other, conscious, hero's looked around but found no sight of him. "I forgot how much I hate it when he does that." He added frustrated.

"Hey, what was that earlier, about your dad wanting to _hurk_ me?" Kid Flash asked, remembering their earlier conversation, slicing a hand across his throat to emphasize the point.

Artemis, not wanting her secrets exposed, thought quickly. "Uh, I was watching, um, a movie about, uh, a ninja girl who, um, falls in love with a guy from, uh, a rival ninja clan, and her ninja father orders her to kill her ninja boyfriend."

Kid Flash smirked. "So, I'm your 'ninja boyfriend'?"

If the speedster had a collar, Artemis would have lifted him into the air by it. "Hey, I had amnesia, remember? Geez, I can't believe I forgot how annoying you are."

"Come on let's go." Robin urged, suddenly appearing out of nowhere, startling the two.

"What were you doing?" Wally asked and the boy wonder replied with a smirk. "Breaking radio silence."

Nearby Biyalian soldiers were investigating a radio transmission, which turned out to be Robin's cackle on a loop which exploded.

"Go go go!" Robin urged, once they saw the explosion.

**Miss Martian**

In the mind battle Miss Martian was losing ground, Psimon had taken her by surprise, and clearly had more experience attacking someone's mind. The Martian, on the other hand, had barely scratched the surface of that aspect of telepathy, and Psimon knew it.

"_You have potential._" He complemented, actually being honest_, _while firing another blast of mental energy at Miss Martian's failing barriers. "_But you're too raw, too untrained and nowhere near my leauge._"

It took all of Miss Martian's energy not to be destroyed by Psimon's next attack.

Outside pf their mindscape a few minutes passed and the Bialyan scientists had noticed that Psimon was staring at empty air, and Miss Martian was still camouflaged, so they were becoming rather concerned.

"M-mister Psimon?" one of the scientists asked, waving his hand in front of the telepath's eyes, but getting no reaction.

The only answer the scientists got was when the mental battle began to spill over into the physical plane. The mental powers spread to anything not nailed down, and soon computers, papers and stools began floating in the air.

The noise woke up Superboy, whose regressed mind couldn't comprehend what was happening. Then, out of instinct, he activated his thermal imaging and saw Miss Martian hovering in front of him, though he didn't recognize her. When his vision returned to normal, he spotted Psimon, and part of him did recognize the strange man; he might not have known who he was, but he knew that Psimon had attacked him.

That made him angry! With a roar, he snapped out of his bonds, which had been weakened by his previous attempts to get out. The first thing he did was punch a scientist, and was about to move on to another, but something caught his attention.

Superboy had been connected to the strange sphere by the machines that had bound them. Before the clone had freed himself, the sphere had felt the same anger as Superboy towards the scientists, and wanted to help. With a titanic effort, the sphere broke out of its cage and rolled into a scientist and a guard.

Seeing as how the sphere was not attacking Superboy, the clone moved towards the main target of his rage: Psimon. He leaped forward and drove a fist at the villain's head, but a telekinetic barrier sent him flying backwards. As Superboy got up, his hand brushed against Miss Martian's…

Now, Superboy was hovering next to Miss Martian! Both she and Psimon were surprised to find the clone in her mindscape, but the former was also quite happy.

"Superboy!" She cried out. "You're here!"

Psimon laughed at this. "_You sound so relieved. Is that mindless creature supposed to save your mind?"_

"No." Miss Martian said, quickly pressing her forehead against Superboy's. "I save his." She corrected.

In only a second, she filled Superboy's mind with the memories that he'd lost.

"Kick his butt." He said, then vanished from her mindscape.

"_By all means, kick my psychic butt._" Psimon said in an amusing tone.

**Real World**

When Superboy returned to the physical plane, he and the sphere turned to see a handful of soldiers enter the tent, only for the sphere to roll over them and beep at the clone.

"Uh, thanks?" He said uncertainly, only for the sphere to respond with some type of beeping before the two began to fight off Biyalian soldiers together.

As Superboy punched another soldier in the face, he noticed that the effects of Miss Martian's battle were becoming more intense. While neither Miss Martian nor Psimon were moving, the energy passing between them had stirred up a cyclone, with them at the center.

Superboy forced his way past the cyclone and, without a second thought, grabbed Miss Martian's hand.

Once inside her mindscape, Superboy took in his surroundings; air itself seemed to be cracking, like it was about to fall apart, and Miss Martian was barely holding back Psimon's attack with a steadily-shrinking barrier.

"How're you holding up?" He asked.

Miss Martian shook her head. "He's too strong…" She replied.

Superboy tightened his grip on her hand. "You're strong, too, and I'm stubborn. Together, we can take him!" He told her.

Miss Martian smiled and nodded. "Together."

The two pointed their joined hands at Psimon, as Miss Martian drew on Superboy's unflinching resolve. As she felt her own strength grow, she spoke, and with every word, her voice reverberated with power.

"**Get. Out. Of my. Head!**" She yelled, and turned not only her own amplified energy at Psimon, but also his own.

Under attack by someone infinitely stronger and his own mind, Psimon instantly fell. He snapped out of the mindscape and was flung into the raging cyclone, which sent him flying off to parts unknown.

With that battle over, both Miss Martian and Superboy fell to their knees, panting heavily as the cyclone dissipated. Superboy got up first, then helped Miss Martian to her feet. The two stared at each other for a moment, then leaned in close…

Until a beeping noise reminded them that they weren't alone."Can I keep him?" Superboy asked.

"Ah man, I missed the action." Ben complained as he rode in on his hoverboard. "What's this?" He asked gesturing his thumb to the sphere.

**Bioship**

Robin was checking on Aqualad making sure he was doing ok. While Kid Flash and Artemis talked.

"So about the _thing_ earlier?" Artemis asked.

"Right that _thing, _what do we do about that?"The speedster questioned.

"Let's never speak of the _thing_ again, got it." The archer replied.

"What thing?" Robin asked.

"Nothing." The two hero's replied at the same time.

"_Hey guy's._" Ben greeted telepathically.

"_Superboy is back to normal and we're all on our way back to you._" Miss Martian spoke up.

"Who are you, and how did you get inside my head?!" Aqualad asked frantically, sitting up.

"_Hello Megan, I knew I forgot something._" M'gann replied.

"_So did I my souvenir._" Kid Flash cried out.

"_I got mine._" Ben said, putting on a Biyalian officers hat that he swiped.

"_Don't worry._"Miss Martian said, seemingly amused by something that the rest of them couldn't see. "_W__e've got the souvenir thing covered._"

**Mount Justice**

After explaining everything to Batman the team went to have a little RR. Ben was texting Zatanna about today's events.

"_So that's why you were gone for so long._" Zatanna said.

"_Yup, but it turned out alright._" Ben replied.

"_You didn't get hurt, did you?__" _Zatanna asked.

"_Aside from bird boy scratching me you're hero in shining armor survived unscathed._" Ben responded.

"_Thank goodness what would I ever do without him?"_ Zatanna sent, and Ben had no trouble picturing the sarcasm.

**Unknown Location**

Psimon was the perfect picture of remorse as he reported his failure to his masters, who surrounded him in the form of several monitors.

"The Martian escaped with both the Sphere and the Superboy." He told them.

"_That hardly matters._" A female voice said, much to Psimon's surprise. "_What matters is the successful test of our new partner's delivery-system_."

Behind Psimon, a screen activated, showing a recording of a white portal opening in the Bialyan desert; in the recording, Sphere was roughly deposited onto the ground.

"_More tech will come_." The female voice continued. "_Tech that will put both the sphere and perhaps even Superboy to shame._"

"_And we've even recovered a blood sample from the shapeshifter, all in all, it may have been a short term loss, but a long term gain._" One finally said, showing a speck of Ben's blood in a small vile.

**And that's the end of this chapter I hope you enjoyed it, along with the changes I made like adding Rojo. Sorry it took a month.**


	11. Chapter 11

**Hey everyone, I'm back, this is another from the show, I know I normally do OC chapter's after a rehash, but I**** decided ****against it because I had no idea. Please PM if you have one, all is taken into consideration**

**Taiwan, Taipei **

"This is Cat Grant reporting from Taipei where historic peace summit between North and South Rhelasia have completely broken down." The blonde reporter spoke into the camera.

"In a final effort Prime Minister Tseng of North Rhelasia and General Singh Manh Li of South Rhelasia have agreed to bring in an independent arbitrator. But who?"

"Suspects have ranged from the Secretary general to Superman, but since they are arriving by car Superman seems out of the question." She concluded.

Nearby Roy Harper, Red Arrow, was dressed in a suit with black glasses. He had heard about an assassination atattempt on the summit and came here to prevent it. So now he was contacting the cave, hoping to reach Aqualad.

**Mount Justice**

"_Red Arrow to cave come in._" Ben heard on the computer, looking around seeing nobody around Ben decided to respond.

"Sup Red, long time no see." Ben greeted.

"_Where's Aqualad?"_ Roy asked, being completely rude.

"Atlantis, so unless you wanna be on hold for like an hour what can I do for you?" Ben replied.

"_I need Cheshire's exact height._"He requested.

"No problem, C-H-E-S-H-I-R-E." Ben began typing it in an the information came up. "This say's she's 1.6 meter's tall."

"_Which is?__"_ Roy asked, not knowing what that would translate into feet.

"Five foot, six inches." Ben answered. "Would you like to hear it in yards?" He added, but got no reply. "You need backup?" He asked.

"_No thanks, I don't need help from the junior justice league._" Roy responded, in a tone that showed he was superior.

"Guess we're just I.T. help then, later." Ben commented, before Red Arrow hung up on him.

**Ivy Town**

Zatanna was outside walking toward school on the first day. Ship was in her magic bag but wasn't worried about him popping out. Since she gave him her old ipod touch and like a child can amuse himself for hours playing old retro games.

As much as Zatanna was happy to have a sense of normalcy in her life again, she was sad because she had fun hanging out with Ben along with their little adventures. Plus since they were a couple now made her miss him more. Honestly she felt like one of those cheesey girls from a dumb romance movie.

"Hey Z." Someone called out to she and she froze when she recognized that voice. Turning around she saw her boyfriend coming over, two smoothies in hand.

"Ben!" Zatanna exclaimed in a mixture of surprise and confusion. "What are you doing here?" She questioned.

"A. to give a good luck smoothie, B. to say hi to my girlfriend and C. I go to school here now." He replied before taking a sip of his smoothie and then offering her's.

"Thanks." Zatanna replied taking the free beverage, before realizing what he said. "Wait you're enrolled here!"

"Yup as of now I'm officially a uh what's the schools mascot?" Ben asked, causing Zatanna to smile, of course, he probably used one of his aliens to get him in.

Just as she was about to tell him Ben's phone rang. Looking at it the caller I.D. showed a picture of an Arrow but it was red.

"Ben 10's hero hotline how can I help you save the world today?" Ben asked, as copying the voice of a typical receptionist much to Zatanna's amusement.

"Yup, uh huh, no problem. But what happened to the whole 'I don't need help from the Junior Justice League' shtick?" Ben asked, then added. "Alright I'll be there."

"Gotta go, Arrow junior needs help." Ben informed Zatanna.

"So you're gonna miss the first day of school." Zatanna stated.

"I know and it pains me. I was looking forward to finally learning algebra." Ben replied with faux sadness.

"Be safe." Zatanna said, as Ben began leaving.

"I will." He told her.

**Taiwan**, **Taipei, Peace Summit**

"The unification is unthinkable!" The Prime Minister shouted in a thick accent at the committee overseeing the event. Lex Luther stood between both stands with the Prime Minister on one end and General Sing of the opposing nation on the other. "Our nations no longer have anything in common!"

Red Arrow stood behind Lex in a suit resembling the body-guards that were protecting the Leaders of either nations, while the reporters and attendants surrounded the stage listening in on the supposedly peaceful discussion.

"Gentlemen." Luthor smiled and stepped forwards placing a hand on either of their shoulders. "Spite your differences you still share an appreciation for many things; such as the exquisite art of the Rhelasian Tea Ceremony."

He motioned to the crowd as it split to reveal a women dressed in the ceremonial garbs and paint covering her face, neck, and a white dress sinking down to her ankles pushing a cart with a full-set of tea-pots and small snacks.

"Sorry no tea parties allowed Chesire." Ben told her, as he turned around readying the Omnitrix.

Red Arrow stepped forwards and placed his suitcase down, allowing it to spring open as a bow, he drew an arrow from his quiver and aimed it at the assassin in disguise.

Cheshire smiled before pressing a button on the cart's handle and hurling it at the crowd before jumping back quickly.

Ben thought fast as he transformed into Upchuck and swallowed the whole cart knowing it was a bomb. The small green alien's stomach bloated for a moment as a small explosion was heard indicating the cart blew up in his stomach followed by smoke coming out of his mouth.

As Chesire was about to attempt to kill him, Upchuck let out a prolonged burp pushing her back. "Excuse me." Ben said, with a sheepish smile.

"Fights not over." Red Arrow said, aiming his still tightened bow up at the windows where attack-helicopters hovered and let several League of Assassins agents into the galley.

"If this is a peace summit, then what do they do when they're at war?" Ben sarcastically asked.

Both Tsang and Sing ordered their men to assist the vigilantes in their native tongues as armed guards with rifles and pistols lined up next to them. The men fired rounds at the agents who dodged most of the attacks, however; occasionally a bullet would make contact with an assassin's leg or arm slowing them down but, they met the heroes before that happened.

Ben turned into Snare-oh and began wrapping up assassins to prevent them from rejoining the fight. "Looks like you guys are in quite a bind." Ben quipped before wrapping another pair.

Meanwhile Roy handled Chesire. "Our third date already, you sure know how to treat a girl." Chesire said.

"Well I don't do this for all the ladies" Roy responded, firing another arrow only for it to be dodged.

Sportsmaster then threw one of his explosive javelins at the Rhelasian leaders hoping to kill them. However a flash caught his attention and soon enought a crystal green pillar blocked his attack before receding.

"Sorry old man, you gotta beat me first, or more accurately, I beat you." Diamondhead said, punctuating his statement by cracking his knuckles.

"Been looking for a rematch, might help me fix my rep." Sportsmaster replied pulling out a sword that one would fence with.

"En garde." Ben replied turning his right arm into a blade at the two began to duel. Sportsmaster was clearly more skilled however since his weapon didn't seem to be doing any damage he tried a new tactic.

As Ben made a wide swing Sportsmaster dropped a few hockey pucks on the ground then jumped back. Then they exploded, while it didn't hurt Ben it made him stumble back a bit.

"Face it kid you'll have to do better than you and your gang did in Santa Prisca or Biyalia." Sportsmaster taunted.

"Wait how-." Ben was cut off by the villain. "I have an inside source, a very inside source."

"Well let's see what you look like roasted on a platter." Ben replied then pressed the insignia to hopefully change into Heatblast.

However when the flash was over he resembled a large orage bipedal tiger. "**RATH**!" He shouted.

"**Let me tell ya something Sportsmaster member of the leauge of assassins, Rath isn't Heatblast, but Rath is gonna rip your legs off and use them as hockey sticks!**" The new alien, Rath, declared.

"Here kitty kitty." Sportsmaster taunted, giving and come here gesture with his finger.

In response Rath jumped high up in the air planning on delivering a body slam but the villain merely jumped out of the way.

"And to think you're so tuff." Sportsmaster said, then was backhanded into the wall.

"**Let me tell ya something Sportsmaster, Rath doesn't think, Rath just does!**" Rath shouted as he charged once again.

Sportsmaster then threw explosive disks at his attacker, but the tiger like alien just took them, not even fazed.

"**Let me tell ya something Toastmaster! If that's all you got to take down Rath, then Rath is gonna chew you up and spit you out, then Rath is gonna floss the little you chunks out of Rath's teeth, cause dental hygiene is very important to Rath!**" The alien shouted.

Slightly bewildered by that statement Sportsmaster kept his cool as Rath tried to grab or punch him.

"We need to end this." Red Arrow told Ben as he fired another arrow at Chesire.

"**Let me tell ya something cupid, Rath does what Rath want's, cause he listens to nobody** **and right now Rath wants to end this but not because you told Rath to end this!**" Rath shouted as he grabbed Sportsmaster's arm and threw him at Chesire who was in the middle of a flip to avoid another of Roy's arrow. Resulting in them colliding and falling to the ground.

"**Max at the top rope, Ursa Major Body Slam!" **Rath shouted as he climbed a pillar and jumped off of it hoping to deliver the finishing blow. However Chesire recovered and threw a smoke bomb down to so they could escape.

"**Let** **me tell ya something smoke **(cough)** Rath is gonna **(cough cough) **tear you apart!**" Rath struggled to say as he began thrashing the smoke as it dissipated. "**That's right you better run from Rath!**"

"Guess we're done here." Red Arrow commented.

However the Prime Minister and General of North and South Rhelasia were still arguing, and pointing fingers at on another. Annoyed by this Rath growled and walked over toward them.

Rath grabbed the General and threw him over his shoulder while grabbing the Prime Minister by the colar of his shirt. Guns were aimed at him but no shots were fired out of fear they might hit one of the leaders. Rath then walked to the table at where they were discussing the summit and sat them side by side.

The alien then got right in there faces. "**Let me tell ya something General Singh Manh Li of North Rhelasia and Prime Minister Tseng of South Rhelasia! Rath did not fight off assassins, a high paid mercenary, and swallow a bomb just so you two babies to keep whining!**** So sign a peace treaty, or whatever, now or Rath is gonna tear your arms apart from your body then use them as back scratchers!**"

This caused the two leaders to gulp for a second. "**Now if you excuse Rath he's gonna go eat****!**" The alien added, then made his way over to a table full of that had miraculously not been destroyed, but his large hands couldn't grab the, seemingly, tiny silverware. "**Stupid tiny fork!**" He said as he kept trying to grab it.

Lex Luthor then went up ti Rath not fazed by what had just transpired. "Excuse me Mr. Rath I just wanted to thank you for-." He started to say but was cut off by the alien who turned around and yelled.

"**Let me tell ya something bald guy who's making a mockery of a $2,000 Armani suit! Rath does the right thing cause it's the right thing, the best way Rath know's how!**" He paused slightly to take a breath and answered the next question. "**Loud and strong!**"

**Later**

After Rath's little _talk_ the leaders of the two countries eventually found common ground and decided sign a peace treaty. Which many hope will lead to a reunification of the two countries.

"I can't believe we did a solid for Lex Luthor!" Red Arrow complained as the two of the exited the building.

"It was the right thing to do, even if it was for the wrong person." Ben reminded him. "Plus now that the treaty is signed it should stop shadow's for a while at least. So now it's over."

"Is it really?" Roy asked. "I heard what Sportsmaster said, do you really think there's a mole on your team feeding him intel?" He crossed his arms.

"Probably not, I mean he was at the mission in Santa Prisca, not to sure about Biyalia but I'll look into it." Ben replied casually like it was no big deal.

"You're not even a little worried?" Roy asked.

"He might be trying to make me seem paranoid or divide the team cause we keep messing up his plans. If there is a mole, I highly doubt it though, then I don't wanna tip them off." Ben reasoned.

"Anyway later." Ben added, before changing into XLR8 and taking off. Roy however narrowed his eyes in suspicion before walking away.

**Ivy Town**

Zatanna was leaving school after a long first day. She really hoped Ben would've been back before it ended but whatever he was doing must have been important.

"Why so glum chum?" She heard someone say and turned to her right to see Ben.

"What took you so long?" Zatanna asked, out of general curiosity.

"I had to fight at some peace summit in Taiwan." He explained.

"Well that's ironic." Zatanna said then asked. "The one between North and South Rhelasia?"

"Yup, I even a new alien, I call him Rath, very angry." Ben added.

"What's he like?" Zatanna questioned.

"Like a wrestler and tiger combined but not very bright, and kinda loud." Ben answered, as the two began to walk from the school.

"Can I see him?" Zatanna requested.

"Yeah, you're gonna have to settle with the news." Ben explained then Ship, as a cellphone popped out, thankfully nobody saw.

Zatanna picked him up and began viewing had transpired at the peace summit. As the video ended it showed Rath shouting at the leaders then him struggling with silverware.

"**_Let me tell ya something tiny fork that's super difficult for Rath to pick up, Rath will pick you _****_up. Then Rath will eat with you, and put you in the sink to be cleaned!_**_"_ Rath shouted at the table.

This caused the two of them to burst out laughing at the video. "You yelled at a fork." Zatanna said in between laughs.

"It's like I'm a funnier Hulk." Ben commented.

"Yeah but more orange." Zatanna added.

"So what do you wanna do now?" Ben asked.

"Oh that reminds me I have something for you." Zatanna said and reached into her backpack, causing Ben's eye's to light up in anticipation.

"What is it, cookies?" He asked hopeful.

"Homework." Zatanna corrected handing it to him.

"Ah man." Ben whined his head hanging in sarrow and disappointment.

"Tell you what for every question you get right, you get a reward." Zatanna explained then gave Ben a quick kiss.

"Let's get started." The alien shapeshifter stated with renewed vigour as he began to run to, wherever he was going.

"Boys." Zatanna said amused by his antics.

**Mount Justice**

"And you're sure about this?" Batman questioned as Roy explained what happened at the peace summit.

"Yeah, Sportsmaster implied there was a mole in his fight with Omnitrix. Ben told me he wasn't concerned about it, he also said he was gonna look into it, but I have my doubts." Roy explained crossing his arms.

"I see, thanks for bringing this information to me." Batman replied with gratitude.

"So are you gonna look for the mole?" Red Arrow asked.

"I believe I may have figured it out, but for now I need to confirm it." Batman replied.

"Well I have my doubts on multiple members of the team." Roy added before he left the cave.

**Well that's the end of this chapter. I hope you enjoyed Rath coming it, I tried to make it sound like he would. Please comment and review, thanks.**


	12. Chapter 12

**Hey I'm back people, love all your idea's and I'm so glad you all loved Rath. I really tried with him, but I may have used some of my best Rath material, please send some if you have any idea's. I am sorry it took so long to write this. Enjoy.**

**Mount Justice**

The team had a day off so they figured they would do some training, since there wasn't much else to do. Plus it wasn't just some waste of time at least.

Right now it was about to be Robin versus Aqualad. As per usual Ben turned into Ditto and began with his antics.

One of the Ditto's was right in between Aqualad and Robin dressed like a wrestler announcer as a microphone came down from the ceiling.

"In my left corner weighing in at...I think around 90 pounds is the comrade of the caped crusader, deputy to the greatest detective, the bird of prey, it's Robin!" Ditto announcer called pointing to Robin as a spotlight flashed on him and people cheering could be heard.

"On my right weighing at...probably about 160 pounds I'm guessing is the next Sultan of the Sea, the prince of the deep, the water warrior Aqualad!" Announcer Ditto added, with a spotlight on Aqualad along with cheering.

"Do you think we should keep encouraging this?" Artemis asked finding this stupid.

"He enjoy's it so much, it's kinda hard to tell him to stop." M'gann reasoned, always wanting to not hurt others feelings.

"Plus I think those two like it." Superboy added gesturing to Kid Flash and Robin who were smiling at Ben's antics.

"Fighter's are you ready?" Announcer Ditto called.

By Aqualad a Ditto appeared with a towel on his shoulder and standing on a stool and began giving the hero a pep talk while rubbing his shoulders, much to Kaldur's confusion. "Remember he's got nothing on ya, just keep your distance and let him come to you."

Then the Ditto by Robin repeated the process. "Keep your gloves up, and keep him guessing, and take any opening you can find." He then patted his back and left.

Announcer Ditto took that as his que. "Let's get ready to rumble!" He called out in Michael Buffer fashion.

"And the first round kicks off." Commentator Ditto said, appearing out of nowhere. "Aqualad is keep his distance, but everyone's favorite boy wonder is jumping around like some type of monkey on sugar high." He said describing the fight as best he could.

"Now Robin drops a smoke bomb covering his next attack, but if he expected our fishy friend to take the bait he's gotta do better. Yup Aqualad is just hanging back folks eyeing the smoke waiting for the cover too dissipate."

"What's this?! Robin has somehow attacked him from above and has him pinned! They say slow and steady wins the race, but speed and cleary won this round." Commentator Ditto finished.

"Fail Aqualad." The computer announced.

"Now that round one is over we spin the wheel to find out who's next." Reporter Ditto said to a camera being held by another Ditto who turned it over to another Ditto next to a wheel labeled with the teams symbols.

An 'R' for Robin, a red sheild and 'S' for Superboy, a Red 'X' for Miss Martian, a green arrow head for Artemis, an 'A' for Aqualad, a lightning bolt for Kid Flash and the Omnitrix insignia for Ben.

"Spin the wheel!" A crowd of Ditto called out as it was spun and it landed on Superboy.

"Looks like the first pick is Superboy, but let's see the next one and that will be..." Reporter Ditto said then turned to see the wheel picking Ben.

"Oh man, looks like we're being cancelled." Director Ditto called out on his megaphone then all the Ditto came together a bit depressed until only one remained, who was heading toward the ring, along with Superboy.

"Finally I won't have my money stolen from me again." Wally said grateful, that his chances of being conned are gone.

"Not gonna lie." Superboy, or Conner since that became his civilian name. "I always kinda wanted a piece of you." He finished punctuating his statements by cracking his knuckles.

"Oh you want a piece of me, then let me serve you the whole pie!" Ditto replied before slapping the Omnitrix insignia on his forehead causing his signature green flash. "Chromostone!" Ben called out his aliens name.

The two combatants charged and became locked in a bitter power, each grabbing the other's punch. Until Ben fired a rainbow colored beam from his forehead at Superboy's face causing him to grunt in pain while grabbing his face.

This gave Ben the opening he needed to deliver several punches to the Kryptonian pushing him back. Superboy held his ground and caught Ben's next punch before throwing one of his own. Superboy then punched Ben two more times before grabbing one of his arms and tossing him into the air.

Superboy then waited for Ben to come down so he deliver an uppercut. But a flash blinded him momentarily and when his vision cleared he didn't Ben, human or alien.

He looked around seeing if Ben was trying to do a sneak attack but still no sign of him. Unknown to him however was Ben had turned into Greymatter and was on top of his head. Knowing he didn't have a lot of time Ben proceeded to give Superboy a wet willie causing the Kryptonian to cry in surprise and disgust as he grabbed the tiny alien.

As Superboy proceeded to squeeze the little alien Ben transformed again into Wildmutt and pounced on him. "Gah!" Superboy cried out before pushing him off and throwing him to the wall.

But Ben transformed again into Cannonbolt and curled up into a ball before bouncing off the wall and hitting Superboy knocking him back.

"I don't know about you, but I'm having a ball." Ben quipped before the fighting resumed.

As the fighting was going on the team began to talk.

"Does Ben ever have a plan when he fights, or is he always gung ho?" Artemis asked, since that's all she has observed from every mission.

"Well from what Ben has told us, and what I have seen, I think he just has his own way of doing things." M'gann answered sincerely, even though she kinda agreed with Artemis but she didn't wanna be rude.

"Pretty sure he just runs in like KF here, then ends up fighting like a fish outta water." Robin added, then there was a green flash.

"And I believe Ben has taken that saying to a new level." Aqualad stated as Ben became Ripjaw's and was on Conner's back.

"Hey fish sticks, how are you gonna beat him now?" Wally asked.

"I swear I was going for Fourarms, stupid watch!" Ripjaws complained before being thrown once again to a wall, he leaned back on it as he faced Superboy.

"Better not turn me into Stinkfly." Ben requested as he transformed once again.

Ben then became a small white alien, with headphones and an MP3 player like device on his back with the number 10 on it. He has line like eyes and green circles on his hands, and the Omnitrix was on his stomach.

"Who is this guy?" Ben spoke, with a techno like voice with a slight pause after each word. "And why do I sound like some sort of techno DJ?" He asked to himself.

"He's kind of cute." M'gann commented.

"Ben's gonna get smoked." Wally said, a little too hopefully.

"Wanna try again?" Superboy asked jokingly.

Ben thought for a second before realizing he would probably run out if power after the transformations he did. "No, I should give myself a good workout." Ben replied, flexing a little.

Superboy normally would have gotten mad, but he knew Ben was joking. "Your loss." He said as he attacked.

Ben jumped left avoiding the attack, but as he did he split in two and the second one jumped right. "Woah." They said, causing a slight echo.

"Another one of these guys." Wally said unimpressed, since Ditto has the same powers.

"Guess two snowflakes are alike." Artemis added.

"Gee target practice, thanks Ben." Superboy joked a little, as he cracked his knuckles.

"Come on new guy you have to do something." One of the aliens said.

"I just figured it out!" The other said, but before he could do anything Superboy attacked and on reaction the two opened their mouths and a sonic cry came from both of them, pushing Superboy back and causing everyone else cover their ears. Especially Superboy who bore the brunt of the attack and his super hearing added to the effect.

Ben stopped after a few seconds as he was declared the winner. "Guess I'll call him Echo Echo." Ben said before the Omnitrix timed out.

"Sorry about that by the way, I guess I, or we, just reacted." Ben told Superboy as he got up.

"Don't ever do that again." Conner said gritting his teeth as he walked away with a ringing in his ears.

"I'll go talk to him." M'gann said before running to catch up to him.

"Well who's next?" Robin asked, not caring about what had just transpired.

"Well I'm out, need to patrol San Francisco, later and I need my Smoothie fix." Ben told them as he walked towards the Zeta tubes, but in reality he was going on a date with Zatanna.

"Do you ever train dude?" Wally asked.

"Yeah for once I agree with Baywatch, this is like the first time you stepped in the ring." Artemis asked.

"I train all the time...with uh..." Ben didn't know what to say since he usually trained with Zatanna, but he didn't want them finding out. "Red Tornado." He finished quickly then vanished as the Zeta beam sent him to his desired location.

Ben's response surprised the team since Red Tornado has stated he's only their "den mother" and that training is "the Black Canary's responsibility."

"Hello team, is everything alright." Red Tornado said walking into the room, almost as if on que.

"Red Tornado, Ben has just explained to us that the two of you train together. Is this true?" Aqualad replied.

Red Tornado knew that it was a lie, while he and Ben talked from time to time, they never trained. He was about to answer honestly when he remembered in one of his talks with Ben that sometimes a friend must lie to help another friend.

"Yes, now if you excuse me I must head to the Watchtower." He put it plainly then walked to the Zeta tubes, another thing Ben taught him was if you do lie keep it short and try to leave as soon as possible, in order to avoid further questions.

**Later with Ben and Zatanna**

The two were walking out of a movie theater bursting in laughter after watching "Hitman's Bodyguard." (I love that movie)

"That movie was hilarious, totally worth the extra 20 I gave the guy." Ben reminded her, since it was rated for 17 and up he bribed their way to see the movie.

"Ok you were right, it was fun. But are you sure it was a good idea to see it?" Zatanna replied, seriously not sure, but then both began laughing again.

"That was a dumb question." Zatanna said, wiping a tear.

"Actually I've heard a guy in class ask if New Dehli is where lunch meat comes from." Ben told her.

"Seriously?" Zatanna asked not believing him, but soon began lauging once more as Ben nodded.

"Man I can't remember the last time I laughed this much." Ben said, once they've regained their composure and began walking down the street.

"So what do you wanna do now?" Zatanna asked.

"I thought you needed to get home otherwise your dad would have a cow." Ben replied.

"Yeah but I made a clone of myself so I could stay out longer." Zatanna answered with a mischievous smile. "Normally he'd pick it up line that, (snaps her fingers) but thanks to Verdona's books I was able to make sure my dad would have tougher time."

"Well in that case wanna patrol San Francisco with me?" Ben asked, gesturing his thumb behind him.

"Sweet let's go!" Zatanna replied, she actually wondered if he would ask her to do something like this for a while now. She really wanted to go and beat up some bad guys because her father never her let her because he still thought she wasn't ready.

Once they were in a secluded alley Zatanna conjured up a spell to send the three of them to San Francisco, Ship was in her bag.

**San Francisco**

"Here we are." Zatanna stated, once they appeared into another alley. "So how do we do this?" The magic user asked in anticipation.

"First you gotta change your outfit." Ben told her.

"Your right." Zatanna agreed once she remembered she was in her usual clothes. "_Egnahc em otni ym noissim tiftuo._" She chanted and her clothes changed into the outfit she wore when she was in Biyalia with Ship. (remember like Gwen's outfit from the future).

"My cousin wears that in the future." Ben informed her.

"Well she has great taste." Zatanna replied, then noticed that Ben seemed a bit sad for some reason. "You ok?" She asked pulling down the hood and cloth that concealed her face and head.

Ben sighed for a moment before answering. "Yeah I guess, it's just I used to argue and fight with her all the time, but I still miss her."

Zatanna then pulled Ben into a kiss before telling him. "You'll see her again, it's not like she died. Besides you've travel through time and space, dimensions are no problem."

"Thanks." Ben replied, cracking a smile.

"Now come on let's go kick some butt." Zatanna added.

"Yeah now we're talking." Ben said with enthusiasm, then changed his sweater to black and took out his hoverboard and got on it.

"_Etativel._" Zatanna chanted and the two began too patrol the streets of San Francisco.

"So you just fly around until you find a crime?" Zatanna questioned, with her face now covered.

"I'm just going off of what I see in those old cop shows." Ben replied.

**Later**

Ben and Zatanna had been patrolling for the last hour and things were relatively quiet, considering they only went up against some common criminals.

"How come this is the only major city without some random bad guy wanting to destroy it, or the world, or something?" Ben complained, as he and Zatanna were on top of a building.

"You know my Dad always says to enjoy the peace while it lasts." Zatanna replied, yeah she was disappointed to not fight some like big super villains, but she was happy to not just be stuck at home.

"Anyway where's Ship? I haven't seen the little guy." Ben said, changing the subject.

"Watching Age of Ultron." Zatanna replied, holding out her phone.

Before Ben coulf say anything, he spotted something unusual. "Look." He urged pointing down to 3 black vans that say Lex Corp on them, that were driving on the road.

"What about them?" Zatanna asked.

"A bunch of vans at dark going towards the direction of warehouses, means there's something off." Ben explained.

"You sure, maybe your mind is playing tricks on you again? Like when you had to fight that clown guy." Zatanna replied.

"We agreed never to talk about Zombozo again." Ben quickly reminded her then added. "It's not like we're doing anything else."

"We could always make out." Zatanna suggested, making Ben forget about the whole situation for a moment, but snapped out of by shaking his head.

"Nope, sorry." Ben apologized then said. "When lives are on the line, it's hero time."

"That was so cheesey." Zatanna said.

"Thanks, now let's go." Ben replied before he got on his hoverboard and she flew.

**Short while later**

Ben and Zatanna were on the roof of a building across the warehouse that the three vans were parked by. They soon all opened up and out came dozens of people armed with guns of all types, dressed in street clothes so, they were obviously part of a gang.

One man stepped out who wasn't armed, at least not with a gun. He was a large black man with a beard, who was dressed better than his compatriots, but still seemed casual. He wore black pants, a blue button up shirt under a black leather jacket and had a gold chain. This was Tobias Church. (I hope I described him correctly, from Arrow)

"Still say I'm wrong?" Ben sarcastically asked.

"We need to get a closer." Zatanna reminded him, the two then proceeded to fly over and enter the warehouse via a window. They hid on behind some crates on the upper level as they watched as Church and his entourage meet two individuals with their own gaurds.

The guards, while dressing similarly to Churches men gave off a more trained and experience feel.

Ben recognized both individuals, one was Cheshire and the other was was wearing orange and black, with an eye patch covering one eye, and was armed to the teeth. This was Deathstroke.

The two teens looked at eachother eyes wide, while Ben didn't really do his research, but he knew enough that he was bad news. Zatanna as well from what her father would tell her.

"Your late." Deathstroke said with clear annoyance.

"Sorry had to make sure this clear, you know Star City is my usual gig." Church replied.

"Let's just get this over with, sooner it's done sooner we don't have to see eachother." Cheshire stepped in.

"Right on, so a little birdie said you have a deal for me." Church said, since he was ambushed after leaving a club one night, and was given nothing but a note and a headache.

"Better be good, I don't wanna have to come all the out here just to get some souvenir shirts." He added.

"It's more than good." Cheshire replied, then snapped her finger and one her men opened a crate that had some high tech looking guns. A few whistles were heard from some of Churches men.

"All right I'll bite, what's the deal?" Church asked, putting on the best poker face. Despite really wanting those guns he didn't want to seem desperate for them.

"Why nothing actually, except my associates want you to use these and create a large ruckus in Star City." Deathstroke explained.

"So that's it, a cryptic message, dragging my ass all the way here to give me some fancy guns?" The gang leader asked, surprised.

"Yes." Cheshire simply replied.

Church thought it over for a moment before saying. "I gotta know why though, otherwise I walk." He told them, surprising them now, since any other gang or crime lord would have just jumped at the chance.

"Fine if you must know." Deathstroke began then added. "My superiors want some of the League away from one of their operations-." He would have continued but Church beat him too it.

"So basically me and my crew are bait to take the heat off your fat a*." Church concluded.

"Basically yeah." Cheshire confirmed, knowing it would be pointless to try and fool him.

"What's in it for me? Besides these little toys of yours, cause I'm pretty sure Superman won't be taken down by these toothpicks." Church shot back, now having an idea what this was.

"Just get Green Arrow's attention on Star City and maybe some of the other non-powerhouses of the League and you keep the guns." Deathstroke said.

"Or we get some upgrades, or you're gonna have to choose someone else." Church said.

Cheshire scoffed at this, before replying. "There is nobody else in Star City, you're pretty much intimidating most of them right now."

"Exactly." Church said, with a knowing smirk, believing he now has all the cards.

"Listen you street urchin, this is not a negotiation!" Deathstroke replied aggressively.

"Too bad, it is now." The gang lead said, making his hands into fists with his brass knuckles already on.

**While this was going on**

"Well I never thought I would see this, I thought maybe drugs or something." Ben admitted.

"Yeah same, what should we do?" Zatanna whispered.

Ben took a few moments to decide as he developed a plan that wasn't just rush in and improvise. "Well we have the element of surprise, so most importantly we can't ruin that."

Then almost ad if the universe was literally listening. "Achoo!" Ben sneezed.

This obviously caught the attention of the criminal majority in the room. All of whom aimed their weapons torward where they heard the sneeze.

"Note to self, plans are useless." Ben said to himself before turning to Zatanna.

"Step in a little later." Ben ordered his girlfriend as he jumped down activating the Omnitrix before blinding everyone with his transformation.

"Wildvine!" Ben called out.

"You again!" Cheshire exclaimed, surprised by his presence, and also remembering the frustration of their last encounter.

"You remembered me, I'm flattered." Wildvine replied.

"So your the shapeshifter, I was wondering when I would get a chance to cut you down." Deathstroke said, pulling out his sword for emphasis.

"Sorry dude, salad is off the menu." Ben quipped, as he threw the grenades from his back at his opponents, instantly shrouding them in smoke.

Most of Churches gang fired blindly, probably hitting their own. Ben than began knocking out the henchmen of both sides.

Church meanwhile got out of the smoke along with some of his gang, and managed to take some of the guns Cheshire and Deathstroke were gonna offer. Cheshire saw this as she escaped the smoke cloud and chased after them.

However before she could get close, three white beams were fired at here. Thanks to her training she merely backflipped out of the way as the beams of mana shattered on ground.

Zatanna then came down her hands glowing in a white flame of mana ready for a fight. "Did you really think you could get away that easy?" Zatanna asked.

"A new one, you might be fun." Cheshire said, a little happy at facing a new opponent.

"Too bad I can't say the same about you." Zatanna replied, even though that wasn't entirely true. Part of her was scared each time she had to fight, but part of her was also excited.

"Let's change that then." The assassin simply stated, before throwing half a dozen shuriken at the magician.

"_Ezeerf!"_ Zatanna called out, using her magic to freeze the weapons in mid air before sending them right back.

Cheshire used her sai to deflect them away. "Magic how cheap." She said unimpressed.

"Like your mask." Zatanna shot back along with a few mana projectiles, and their battle began.

**With Ben**

Wildvine easily handled most of the other opponents, once he thought he was done he looked to where the other weapons were and saw memebers of Deathstroke's and Cheshire gang, for lack of a better word, and began to go towards them.

However Deathstroke had other idea's and came out of nowhere and kicked Ben back a few feet.

"Did you really think it was gonna be that simple?" Deathstroke asked rhetorically, readying one of his guns and pointing at Ben.

"Well I was hoping." Ben admitted, before transforming into what he hoped would be Fourarms.

"**Rath!**" The orange tiger alien bellowed out as he transformed. "**Let me tell you Omnitrix that keeps turning me into the wrong thing, stop turning me into the wrong thing!**" Rath shouted.

"And me without my ball of yarn." Deathstroke said amused then fired a barrage of bullets at Rath, but they did nothing.

"**Let me tell ya something evil villain bad guy assassin whose name is Deathstroke, Rath has two rules, Rath crushes Rath's prey and Rath crushes Rath's prey!**" The Alien shouted before running at the assassin.

Rath swung at Deathstroke, who in turn dodged it by backing up slightly. Then Deathstroke aimed his pistol at Rath, but before he could fire it Rath backhanded it away, before kicking him in the gut, sending him into several crates.

"**Let me tell ya something evil assassin, who fires puny guns at Rath, the more you shoot Rath with those puny guns, the more Rath wants crush you flat as a pancake!**" Rath shouted.

"Fine then." Deathstroke shrugged off, since his guns were not effective he took out his two swords. "I guess I'll have to cut you down to bite size pieces."

"**Let me tell ya something overrated assassin that probably charges way to much, if you wanna piece of Rath than you just bit off a piece Rath that's bigger than your stomach could chew!**" Rath shouted back.

"That made no sense." Deathstroke replied.

"**I know!**" Rath responded, before running at the villain with a roar.

**Back with Zatanna**

Overall the fight had been stalemate, Zatanna attacked from a distance avoid getting close, while Cheshire kept dodging until she could formulate a plan.

"So what is this, date night?" The female assassin asked

"Least I got a guy." Zatanna shot back, it's weird, before she would he flustered when someone asked her that question, now it's not a problem.

"Ah I didn't even get a chance." Cheshire mocked pouted, while throwing more shuriken at her flying opponent.

"Like you had one." Zatanna replied putting up a shield.

"Touché." Cheshire complimented, she normally never meant opponents who lasted this long and it was rarer that there would be playful banter.

Before anything else was said, Cheshire threw down a smoke bomb and in an instant disappeared. This worried Zatanna cause now she wouldn't know where her attacker would come from.

Rather than panic Zatanna took in a deep breath, and crossed her legs like she would when sitting down. She closed her eyes and concentrated, hoping she could detect the assassin, as she floated in a meditative state.

Cheshire from her position saw this and almost laughed. But rather than be reckless, since there was the possibility of her enemy baiting her into exposing herself.

So Cheshire threw another pair of shuriken at and angle so it would look like it came from a different direction, but to her surprise, her target merely floated out of the way.

Frustrated by this, Cheshire threw several more as a diversion before jumping she began to silently sprint across one the walkways on the upper section of the warehouse hoping to ambush Zatanna.

"_Eterla Morbulous!" _Zatanna chanted, the spell caused the surface on which Cheshire was running to break causing her to fall down. Before she could hit the ground Zatanna trapped her in a bubble of mana.

"Got you." The floating hero said, triumphantly, but Cheshire smiled behind her mask. Apparently the Shuriken she threw were still in play, since Zatanna made her move just as Cheshire made her's. So they were still in the air until one scratched Zatanna's left arm.

This caused Zatanna to grab it in pain, and lose focus, however, thankfully for her, these shuriken were not laced with poison. When Cheshire landed on the ground, instead of attacking like she wanted she was given new orders and disappeared.

**With Ben**

The battle between Rath and Deathstroke was very one sided, towards Rath's favor. Since all of Deathstroke's weapons either didn't make contact or proved ineffective.

"**Stay still!**" Rath shouted, as Deathstroke just jumped out of the way of another punch.

Deathstroke responded by delivering several blows to the alien with his swords. This only caused Rath to back up a bit, like if a fly had flown into his face.

Deathstroke then pulled out a special purpose gun. It looked like another handgun but it was the bullets that were special. He had a variety of ones, from explosive, incendiary, armour piercing if needed and so on. He decided to go for the explosive ones.

"**Let me tell you something patchy the pirate if you wanna keep using guns fine, cause nobody's got bigger guns than has right here!**" The alien then flexed his muscles, to talk emphasize his strength.

"Let me tell you something, shut up." Slade said before firing the shot. Rath responded with a huge leap and the bullet only hit the wall. So Deathstroke kept firing causing alot of damage but not to Rath.

Rath grabbed a crate and threw it at his opponent, Deathstroke fired thinking it was some desperate move, but the explosion from that shot created a smoke cloud.

And somehow Rath disappeared. How could something that, big, bright and loud do that? Slade thought.

He didn't wonder long before he knew it Rath was behind him and after saying "**BOO!**" Backhanded him into a wall.

The assassin recovered quickly though and as Rath was about to attack again, he dodged and delivered a series of well place blows, these did nothing but gave him some breathing space.

"**Oooo karate, I'm gonna call you karate man, okay karate man.**" Rath stated amused, rather than angry for once.

Before either could make a move Rath spoke up again. "**Hey tell you what, Karate Man, I'll hold real still like a stack of boards so you can chop me in half with your hands ok.**"

"Shut up you overgrown house pet." Deathstroke replied before charging at Ben with his swords. Just before they could make contact Rath grabbed his hands.

"**Let me tell ya something dumbstroke, you know the difference between me and a stack of boards? Boards don't fight back!**" The alien shouted with glee, having finally trapped his prey.

Rath then jumped high and wraped his arms around Deathstroke with his head pointing down. "**Polaris Piledriver!**" Rath called as they descended back down, intending to inflict some serious damage.

However Deathstroke was able to reach for a flash pellet and activate it after shutting his one good eye. "**Ah!**" Rath shouted as the brief flash stung his eyes.

This allowed Deathstroke to break free and position himself correctly before he hit the ground, but the fall still hurt, though not as much as it would if he had not anything.

As Deathstroke picked himself up, Rath attacked having already recovered and wanting, some payback. "**Sirius Buttkicking!**" Rath called out before literally kicking Deathstroke and sending him flying into the fall.

As Deathstroke got up, he recieved orders through his ear piece. "Was the "Sirius" like the star, or "serious" like important?" He asked, generally curious.

"**Like the star.**" Rath replied.

"Just wondering." Was Deathstroke's next statement, before throwing down a smoke pellet and escaping.

"Ben are you ok!?" Zatanna asked with worry, having come back after Cheshire vanished, well actually she transported all the knocked out criminals that didn't get away outside and tied up first.

Rath still mad that he couldn't finish the fight turned to her and said. "**Let me tell ya something magic lady,** (beep) **nothing can hurt Rath** (beep beep) **except** (beep beep beep) **what's that beeping!?**" Rath asked, not being able finish his sentence.

The two looked around and saw nothing so Zatanna decided to do a little magic. "_Wohs su eht noitacol fo eht dnuos._" She casted.

The result was a small blue transparent sphere in Zatanna's hands, then expanded, going through objects until the walls. As it did this several small area's were lit up and they knew bombs had been planted.

"**Let me tell ya something bombs, if you think Rath is gonna be...**" His answer was lost as all the bombs went off simultaneously.

From the outside the whole building burst into flames, that nobody would have survived. Except for the two hero's who were protected by Zatanna and her putting a barrier around them.

"**Let me tell you something pile of rubble that tried to kill Rath, Rath is unkillable!**" Rath shouted at nobody except the burnt ruble.

"Ben." Zatanna called, getting the attention of the alien. "Change back right now." The magician ordered with a serious look in her eye. Now that the fight was over Rath was not needed.

"**Pffft, whatever, I was getting bored anyway.**" Rath replied before pressing the insignia to change him back to human.

"Well that happened." Ben stated.

"Yeah and we couldn't capture any of those guys, or stop Church and his gang." Zatanna stated having realized it.

"Where's Ship by the way?" Ben asked, just now noticing the absence of the pet alien.

"Ship." They heard a deep voice say, and they saw Ship who commandeered one of the vans opening up the back, where they saw several knocked gang members and some weapons, but no Tobias Church.

"Nice going boy." Zatanna praised, even though Church got away, at least he didn't have these dangerous weapons.

Ship then exited the van he upgraded and went over to Zatanna and rubbed her leg affectionately.

"Guess we should get out of here huh, cops will be here soon." Zatanna suggested.

"Yeah, let's go." Ben agreed the. Zatanna teleported them to a different location.

Unaware they were that on top of another nearby building Red Arrow was watching, as he put down his binoculars he narrowed his eyes.

**Ivy Town**

"Well this was fun." Zatanna commented, as the exited Sam's Smoothies.

"Yeah, too bad I didn't get a souvenir though." Ben replied.

"Well how about this?" Zatanna questioned then pulled him in for a long kiss.

When they broke Ben smiled and said. "That works."

"Well I better go before my dad finds out about my clone." Zatanna said.

"We'll talk tomorrow." Ben replied then the two parted ways.

**Mount Justice**

"Thank you for bringing this information to me." Batman told Red Arrow, who just debriefed Batman on what he saw.

Which was Ben and some unknown magic user thwarting an arms deal between Tobias Church, Deathstroke and Cheshire.

"Who do you think it is?" Roy asked about the mysterious magic user.

" I don't know, but I'll talk to Zatara, and do some research myself." Batman replied.

"What do you want me to do?" The solo archer asked, since going out on his own he had been trying to get more respect from the League.

"This is a League matter, and you aren't part of the team either, so nothing." Batman told him, causing Roy to scoff and walk away.

**Hidden Location**

The light was holding their simultaneous screen meeting with Cheshire and Deathstroke, who had just debriefed them on what had transpired. "_This Tennyson is becoming a pain in our sides_." One voice spoke up.

"_Calm_ _yourself, getting upset changes nothing._" Another replied.

"_As long the League is unaware of out plans then success is guaranteed._" The voice of a female added.

"_Exactly, for now we must not reveal our light._" A last voice confirmed.

**Again sorry it's been so long, finals at school, and my work at my family's restaurant takes up alot of time. Hope you enjoyed this, but sorry if it was a little bad I was trying to get it in before the end of May. Again this is being co-written with FrozenFlames12.**


	13. Chapter 13

**Hello everyone I'm back, this is gonna take place during Terror, but I added changes that hopefully you might like. I'm sorry it took so long to do but I hope you enjoy.**

**Galvan B**

If someone told Roquette that she was going to be abducted by aliens and sent to another planet she would have laughed. Now here she is on another planet working with the so called "first thinker" of the universe.

"Ugh I told you I am a nano robotics expert, not a micro-biologist." Roquette told Azmuth as she looked away from her microscope.

Azmuth was doing his own work and replied without looking. "And yet while you were an adolescent you demonstrated an aptitude for the subject. Even in later studies you did a whole presentation that was, and I quote, "bad@$$" if I am not mistaken."

"Still I haven't studied or experimented with it in years, I'm not gonna figure all this out like that (snaps her finger)." She pointed out.

"I want this done correctly, so I am not rushing you." Azmuth told her. "I get these things take some time."

"And need I remind you, all you have to do is say so and you will go back to earth." The galvan added.

"You know I'll get killed the second I'm there." Roquette said, then groaned in frustration.

"Do you even need me, I mean you say you're the smartest being in the entire universe, but you called help from some earthling." Roquette pointed out.

Azmuth paused his work and turned to her. "It takes an intelligent being to build something incredible, however it takes a much more intelligent one to ask for help, and I would rather not take any chances in making the same mistakes." He replied.

"And you need to get rid of all the contamination, restore all the plants and stuff yadda yadda." Roquette said, remembering the first time she heard this. And while she sympathized, after hearing it multiple times she began getting annoyed.

"Yes, you see when the explosion occurred it messed with the DNA of every living thing down to the molecule, therefore the only way to bring life back to Galvan prime is to get rid all of it." Azmuth added.

"I know that, but don't you have other geniuses out there to help you?" Roquette asked, apart from Tetrax they were the only ones working on this, and Tetrax was more for security then brains.

"Hardly." The alien scoffed. "Besides your work, the only reason I chose you is because you had no ties to earth and were in a position to leave. And I'll be damned if I ask for those so called "Gaurdians" for help."

"What did they do again to make you hate them so much?" The earth scientist asked, generally curious.

"They asked for an interstellar police force to assit their lantern corp in the outer sector's. But rather than go by my original designs they tampered with the programming killing countless beings and forming the Red Lantern corp." Azmuth replied, but before the conversation went further.

"Azmuth we have an incoming ship." Tetrax said, barging in.

"Have they established contact?" Azmuth questioned.

"Yes, they say they're Galvan and are requesting permission to land." Tetrax replied, as he went over to a computer and brought an image of ship.

Azmuth then used a program that scanned the ship to confirm that the two lifeforms inside were in fact Galvans.

"Let them land." Azmuth said, concealing his slight eagerness to let them in.

A short while later, Azmuth, Tetrax and Roquette were all outside eyeing the ship as it descended.

"Looks like you're not the last one after all." Roquette pointed out, happy for Azmuth who must have felt lonely.

"Indeed this is good news, no telling what brilliant minds have come." Azmuth replied, but when he said that, part of the spaceship burst into flames and began crashing down.

In response Tetrax created a crystal dome to protect them. So when the ship crashed the debris bounced harmlessly off. When it ceased Tetrax took it down so they could examine the situation.

While parts of the ship were all over the ground the main vessel was still mostly in tact. A ramp was lowered and two galvans came down from it, a bit shaken. The first was the shorter of the two and wore a weird white and black armored uniform. The second was taller and wore brown overalls and a blue baseball cap.

"You were supposed to replace the power coupler's" The shorter one said.

"No I wasn't." The taller one replied.

"Yes you were." The shorter one insisted.

"No I wasn't."

"Yes you were."

"No I wasn't."

This went on for a few more times until Azmuth coughed gaining their attention. The two Galvans then stopped their bickering and saluted.

"Blukic." The shorter one said.

"And Driba." The taller one added.

"Reporting for duty." They both finished off with eager smiles while saluting.

"Oh I remember you two." Azmuth said, bringing smiles to their faces. "Some of the least intelligent Galvans I have ever met." He added saddening them.

"But we heard Galvan prime was destroyed, and rumors flooded that you perished." Blukic said.

"We figured we should come and see if we could help." Driba finished.

"Last time I saw you two work on a piece of equipment, you nearly blew the lab. So give me one good reason why I should let you two stay." Azmuth replied.

"Would you mind assisting us in retrieving a device?" Blukic requested, looking toward Tetrax.

"We built a special device after meeting our alternate selves from another dimension. And we hope it will impress you." Driba finished.

Shrugging his shoulders Tetrax followed them into the remains of the main hull of their ship. After a little while the three returned, with Tetrax carrying a device about the size, and appearance, of a microwave.

"What is this?" Azmuth asked, not at all impressed.

"It is a device that dispenses, earth food, like pizza, waffles, burgers and chili fries." Blukic replied, while pushing a few buttons and pulling out a tray of chili fries.

"It also dispenses genuine Mr. Smoothie, smoothies." Driba added, going to the side and pulling one out.

Before Azmuth could reject what he thought was a waste of time, Roquette picked him up and brought him to eye level. "Listen you little grey booger, they stay or I accidentally step on you and burn down your lab." She threatened, having put up with all the weird worm food she was eating, and the prospect of earth food was very _very_ aluring.

"I'd do it if I were you." Tetrax said, drinking a smoothie and finding it enjoyable.

With a sigh Azmuth relented. "Very well." Roquette put him down and practically ran to the device, requesting waffles.

"But know this." Azmuth began again forcing the two newcomers to face him again. "You will not be involved in anything I do personally, you will assisting Dr. Roquette and you must follow all her directions." He explained.

"So they're my assistants?" She asked, a bit surprised.

"You sound surprised? They may have impressive intelligence by earth standards but not the efficiency of Galvan. You on the other hand do...surprisingly." Azmuth finished then walked back to the lab.

"I think he just complimented you." Tetrax told the woman.

"Well let's get inside and I'll show you my work. I hope you two are familiar with nano robotics and micro-biology." The female scientist said.

"We're ready to help." Blukic replied.

"Before that ship crashed I was able to fix it's hydraulic's system to be more efficient." Driba said, trying to show that he knew something.

"That was me!" Blukic replied, angry.

"No it wasn't." Driba insisted.

"Yes it was!"

"No it wasn't."

The bickering continued and Roquette sighed, knowing this was going to be very difficult to say the least.

**Chicago, Illinois**

"This is Lois Lane reporting live from Chicago, where Red Tornado, after not being seen for months, is battling a villain calling himself Arcticiguana!" The pulitzer prize winning reporter spoke into the camera.

The camera then showed Red Tornado trying to fight off ice blasts and ice shards coming from a blue lizzard. "You need to chill out." The Alien spoke before opening his mouth, shooting out cold air, intending to freeze the android.

Red Tornado just lifted himself in the air, as the ground below froze. He then aimed his arms at the Alien before shooting his namesake at him.

Arcticiguana merely jumped out of the way, before firing another blast at Red Tornado. The android replied with another tornado, the attacks met, but the android's was stronger.

This sent him flying to a wall, as he tried to get back up Red Tornado placed an inhibitor collar on him. "Parlay." The blue lizard like creature said with a small chuckle.

_Flashback_

Red Tornado was walking away after the briefing of Miss Martian and Superboy. Batman wanted them to impersonate the terror twins to infiltrate the Belle Reve prison.

"Hey Tornado, I couldn't help but overhearing-." Ben began to say until he looked at Red Tornado, and while not actually doing it, the android gave him the 'really' look. "Ok eavesdropping, and I want in." Ben corrected.

"Mission assignments are the Batmans responsiblity." Red Tornado replied, as he usually did to the others.

"Yeah, but as teamleader I am, by default, inclined to have a part in this." Ben reasoned. "Which Batman left me out of." He added.

"You are correct, but when the team was formed it was agreed upon that only the Batman would assign the missions." The robot explained, then added. "So you must take it up with him."

"Wait nobody told me that, plus shouldn't we give ourselves the missions. I mean what's the point of having a separate team if the leader can't make the decisions?" Ben questioned.

"You have been informed now." Red Tornado replied then began walking away, but stopped to ask. "Why do you wish to join Superboy and Miss Martian?"

"I don't know call it gut feeling." Ben reasoned.

"Is it indigestion?" The Leaguer questioned.

"What no!" Ben replied, but before he could continue he thought how to say it. "I just have this instinct or hunch that I should go to help them." Ben explained.

"Very well what is your plan?" Red Tornado replied, after he processed the information after two seconds, which was a long time for him.

"Well..." Ben began to say.

_Flashback over_

Ben who was now locked as Arcticiguana, was being taken into custody. He had discovered he could do a 'lifeform lock' on the Omnitrix and remain a single alien for as long as he wants. Downside was that he would only have enough juice for a single transformation before the Omnitrix needed to recharge. Also using a combination of Juryrigg, Upgrade and Greymatter he developed this fake skin patch device to cover the Omnitrix insignia, camouflaging it.

He had chosen Arcticiguana since the public hasn't seen him, and hopefully to get in with the ice villains.

Right now he was on a truck that was carrying Superboy and Miss Martian, both disguised as the terror twins, Mister Freeze and Icicle Junior. Junior was eyeing M'gann while she gave a look of disgust.

"Dude your sister is sweet." Junior told Superboy who was disguised Tommy Terror. "Mind putting in a good word for me." He requested.

"Quite!" The gaurd, who's nametag said Wilcox, ordered while hitting junior in the back of the head, with the butt of his gun.

"So do we get beverage service here? Cause I'm kinda thirsty." Arcticiguana asked the gaurd who gave him the same response.

"Ow, and here I thought I paid for first class." Ben said, rubbing his head.

"We're here." The gaurd said.

Soon the van pulled inside the prison known as Belle Reve.

Once inside the five prisoners of the van exited it they found themselves in the presence of a short, slightly overweight, African-American woman with black hair clamped back into a ponytail. Sporting an unbuttoned navy blue suit jacket, a light-blue shirt underneath, a pair of brownish ear rings and a black tie. She also wears a knee-length navy blue skirt and black heels.

"I am the law of last resort my name is Amanda Waller." The woman introduced herself. "I am not your mother, maiden aunt, or your friend. I am your warden."

"And a pain in our necks" Arcticiguana whispered, causing junior, who he was next to, to snicker.

"The inhibitor collars you wear are designed to cancel your specific meta ability, no strength, no ice." Waller explained.

"But we keep our colorful personalities." Ben pipped up with a happy expression, confusing or making other's think he's crazy.

Waller ignored this though and kept talking thinking that the kid must have either slipped up or was stupid. "A con who breaks the rules recieves a single warning." As Waller was about to press the button to shock all five until Ben interrupted.

"Excuse me lady, when do we eat?!" He called out raising his cuffed hands.

"Excuse me?" Waller replied, her eyes narrowed and her tone sounded like she was annoyed.

"It's just you know, long ride, kinda feeling famished. Man I should give this place low rating on Yelp." The blue lizard alien replied.

"_Ben what are you doing!?"_ M'gann asked telepathically, both concerned and cofused. Was he trying to get himself caught or in more trouble since she and Superboy knew he wasn't supposed to be here.

"_One of my favorite past times._" Ben replied to the martian.

"Listen you criminal scum, the only reason I haven't sent you to solitary confinement is because it's your first day and I find you slightly amusing." Waller explained, making Ben smile.

"So I'm gonna give a chance to say one more thing." The said before adding. "And you better choose your words carefully, because if it's not what I want to hear I will demonstrate what was going to happen to them on you." She warned.

The alien in response actually listened and took his time thinking. Waller thought he was going to apologize, and whether or not he did she would shock him anyway.

As Ben was thinking so were the other's

Mr. Freeze. "_He should have gone to Arkham._"

M'gann. "_Please apologize, please apologize, please apologize._"

Connor. "_He's gonna say something stupid._"

Junior. "_I hope he calls her fat._"

Wilcox. "_Kid's got gut's, I'll give him that._"

Arcticiguana then snapped his fingers, signaling he knew waht to say.

Ben cleared his throat and took a deep breath. "If you have doughnuts I'll take some since it looks like you could lose a few pounds." He spoke, causing Junior to stifle his laughter.

Waller then pressed a button, causing the collar on his neck to shock him. The ice lizard alien then cried out in agony and kneeled down as his face scrunched up in pain. Normally Waller would have stopped after a short while, but she decided to keep it up.

After about a minute, though it felt like eternity for Ben, the shocking stopped. "That's was a demonstration of all your warnings...combined." Waller explained.

"I guess you love me already." Arcticiguana told the warden when he recovered. He then received another shock for it, albeit not as long as the previous one.

"If order is not restored the next shock will render the wearer unconscious." Waller continued. "At the slightest hint of trouble this facility goes into lockdown. These walls are thick enough to hold Superman." She said with confidence, this angered Superboy a bit.

"We know, we checked. No one has ever escaped Belle Reve, no one ever will." Waller finished.

"You just jinxed it." Ben called, a bit exhausted from the earlier ordeal.

Before Waller could shock him again the man with her spoke up. "Pardon me ma'am, but let's hear him out."

"This is Hugo Strange, the prison psychiatrist." Waller introduced then turned to Ben. "Alright spill it."

"Well when someone say's something invincible, or unsinkable, or unescapable then the universe is gonna mess with you real soon." Arcticiguana explained. "Just look at the Titanic, Lusitania, and I think another ship called the unsinkable."

"Interesting, so your superstitious?" Strange questioned.

"I just have a better understanding of the universe." The alien replied.

Before Strange could pursue any further Waller stepped in. "Enough, you 5 get to your cells." She ordered then turned to the therapist. "You can pick his brain tomorrow."

As each convict went to their cells, M'gann began telepathically contacted her teammates. "_Are you guys online?"_ She questioned.

"_M'gann, but how did-_" Superboy was cut off by Ben, who had his own theory. "_Dude the collars are designed to stop a "specific meta ability," not all._" He stated remembering what Waller said.

"_Exactly_." The martian replied, she then continued. "_But_ _Superboy's_ _strength __is..._"

"_Not equal to Superman._" The krptonian interrupted, his tone sounding frustrated.

"_Dude chill out, it's not what she meant._" The alien shapeshifter told his comrade.

"_Whatever._" Superboy scoffed.

"_Just get in close with the ice guys, or someone who knows something_." Ben told him.

Soon Conner and Junior were in a cell where the ice criminal called top bunk. Ben was then put into a cell with a thin man. He has brown eyes and brown hair in a flat-top, a spiky quiff with long sideburns and a rectangular head. He also has a gap between his two front teeth.

"Top bunk is mine." The man said, trying to be the tuff guy.

"It's cool man, chill out." Ben quipped, and chuckled at his own joke.

"Here's a riddle for what I want you to do." The man said, Ben figured out that this was one of Batman's C rated villains, The Riddler. "You say my name, but I'm not there anymore. What am I?"

"I don't care dude." Ben said then looked at a tray that had a cup on it. Ben quickly snatched it and went over to the bars. "Hey gaurds." Ben called out gaining the attention of the two.

"Take a picture." Ben requested, then put on a sad face and began to drag the cup on the prison bars like an old prison cliché. But both just walked away, not adhering to his request. "Come on, it's funny." Ben whined.

After a short while the lights went out and people went to sleep, but Ben stayed up for a bit trying to figure out that riddle.

**Watchtower**

"You and Ben deliberately disobeyed all protocols." Batman told Red Tornado. The caped crusader requested a meeting with him in order to discuss the matter of Ben joining the mission at his own accord.

"Technically we did not disobey orders." The robot hero replied, and was right since Batman never actually ordered them not to be part of the mission.

"Regardless, you still aided Ben in his decision that may have compromised the mission." Batman replied, before adding. "Without telling me." Batman narrowed his eyes giving his infamous "Bat glare" to emphasize his point.

"When the Team was founded it was clear they did not want to be treated like children who must ask permission before going outside." Red Tornado told Batman using a metaphor, which was very unusual.

"What are you saying?" Batman replied, although he had an idea already. He just wanted to confirm it.

"I am saying that you keep treating them as if they are incapable of handling themselves." Red Tornado stated. "You cannot keep 'pulling the strings' for each mission."

"I made it clear to them they could fight the fight." Batman reminded the android.

"On 'League terms' was the agreement." Red Tornado quoted Batman on the day Mount Justice was reactivated. "You simply cannot except the truth."

"What is the truth?" Batman asked, curious at what the Red Tornado was thinking.

"That you and the other memebers are scared of what could happen to them or that you are scared of letting them go." Red Tornado explained.

As Batman was processing Red Tornado's words, he did take that into consideration. He was sure Aquaman, Flash and Green Arrow missed fighring side by side with their partner's all the time. But that is not what this discussion is about.

"The next meeting has been moved up." Batman told Red Tornado before he began to leave.

"What is the date?" Red Tornado asked.

"You'll know after the mission." Batman simply replied.

**Belle Reve**

It was a new day for the prisoners of Belle Reve. At the moment some of it's new occupants were walking into the gym.

"Stick with me, cellmate. I'll show you the ropes." Junior tells the bleach blonde with a little too much confidence.

"Ah, who you kiddin'? You ain't been in Belle Reve befo'." Conner objects. "Ya liable to get me hanged wit' dem ropes."

"I may never have been incarnated here, Tommy." Junior stops the other teen short with his seriousness coming through in that moment. "But trust me, I know where of I speak." Just as quickly as the joking returns and they walk a few more steps, Junior slows again and looks directly at only one person.

"For starters, we pay homage to the top of the food chain." There is a group of five at the corner of the bleachers. Blockbuster and Mammoth stand tall, their backs turned to the three sitting. Mr. Freeze, Captain Cold, and Icicle Sr.

"The big dog. The prison capo." Junior is only focused on one of those three. "My father." The dread in his voice is too high.

"That's your fa-" Conner starts, so shocked that he forgets his accent for a moment.

"Tha-that's yer pa?" he stutters out, bringing back the accent.

"Yep. Icicle senior, reeks when your dad is the man, you know?" Junior replied.

Conner looks down for a moment. "Believe me, I know."

**At the same time**

Riddler entered with Arcticiguana, while Ben knew nobody would trust him he figured if he was friends with his cellmate he might slip some of the few details.

"So what can you tell me about the food chain? Unless you can't which is understandable" Ben asked, referring to the prison hierarchy, and pushing a few of his buttons.

"Please, I know stuff." The Riddler replied defiantly. "The big dog is over there, Icicle Sr." He informed.

"He seems either upset, or cranky." Ben replied, looking at him.

"Maybe I should go change that." Riddler said, before walking over the them.

"Hey, how many ice villains does it take to screw in a light bulb?" He asked.

"No one cares, Nygma." Senior growls.

"Of-of course not, boss man." Nygma stutters but gains his confidence back rather easily. "I just thought if you're having a powwow, you might need my know-how." He added, pointing to the side of his head.

Blockbuster and Mammoth crowd him and growl. Riddler wisely leaves, walking past three other men who are clearly not part of the conversation.

"Get a load of Riddler, trying to run with the big boys." Brick taunts to the other two convicts at his sides. "Riddle me this, doofus." He taunts Riddler. "Who's the biggest joke in Belle Reve? And it ain't the Joker."

Everyone laughs as Riddler walks back to Arcticiguana, who generally felt bad for the guy. "Wow Riddler you were right he is dumber than he looks." Ben practically shouted, intentionally wanting Brick to hear it.

When he did he turned to Riddler and his cell mate. "I mean to be taken out by Green Arrow's tween sidekick is just humiliating." Ben added, yanking his chain.

"You got something you wanna say to me?" Brick questioned, walking up to Ben.

"Your face looks hilarious up close, like a lumpy tomato with teeth." Arcticiguana replied, with no fear, while Riddler slowly backed away. Other prisoners and the gaurds saw this and looked thinking a brawl was going to happen.

"Listen here you little blue punk!" Brick demanded while grabbing Ben by the collar of his shirt. "You and Nygma are at the bottom of the food chain here so you best show some respect."

"What I should show you is some aloe vera, but then again I enjoy the look on your face." Arcticiguana replied with a smile, not phased by the threat.

"Oh you gonna get it now." Brick told him, his anger rising.

"Seriously all your missing is some steam coming from your ears." The alien teen replied.

Brick was about to punch him, he recieved a shock. It was not enough to make him unconscious, only to release his, would be, opponent. When the shocking stopped he breathed heavily and looked up to see the only gaurd pointing the remote at him. It was Wilcox who gave him a glare before pocketing the device and moving on.

"And that's why you don't pick a fight with me Brick for brains." Ben taunted, before waving to the gaurd. "Thanks man."

As junior was walking towards his father he was jumped by another prisoner. "Hello, Junior. I warned you what would happen next time we crossed paths." Ojo sits on Junior's waist ready to start punching him in the face.

"Ojo, buddy, pal, mi amigo." Junior greets cheerfully, but is clearly freaking out if his pitch is anything to go by.

Conner grabs Ojo from behind by the shoulders, snarling. "Ge' off ah him." Before delivering a solid right hook to the helmet.

Ojo lands right at Bricks feet, who had finished recovering from his earlier 'debacle' and was still angry. "Boy, that was not wise." He say's.

As other's approach, Conner helps Junior to his feet, completely unafraid. One of Brick's lackeys grabs Junior and pulls him away. As Conner goes to help him the other lackey blocks his way. Conner squares up into a fighting stance, seeing the other three surround him.

M'gann and Frost watch on the other side of the glass.

The guards watch from high up, one leaning on the railing, the other going straight for the remote. The one leaning on the railing waves him off. "Uh-uh." Wilcox says. "New fish need to learn."

"But you-." One tried to reason, but Wilcox responded. "He put on a good show." He reasoned and the other gaurd let the situation unfold.

Ojo rubs his jaw, looking ready to get back at him. Brick grabs Conner in a headlock, smirking. "Free shot, Ojo."

Ojosmirks,but then stops, stunned. "Wait, I know him." Conner grabs Brick by the head and throws the large man at Ojo. "He's-" The two collide and fall to the ground with a grunt.

"Not wise." Brick snarls as he gets off of Ojo. "Not wise at all."

Ojo puts a hand on Brick's shoulder. "Don't you understand? He's-"

From the window, M'gann uses her telepathy. "_He's Tommy Terror!"_ She nearly shouts inside his mind, forcing Ojo's revelation to go white until that's the only thing he can remember.

"He's Tommy Terror." Ojo says with a grunt, holding his head.

"He's about to be roadkill." Brick responds as he stands ready to punch the disguised hero, who is being held by two other convicts of Bricks entourage.

As he goes for the easy target he is tackled by Arcticiguana, however Brick's superior build made him barely budge an inch. "Pick on someone your own size, or at least can fight back." Arcticiguana taunted, not wanting Superboy to get hurt, plus he really didn't like him.

Brick looked up and saw that the guards weren't gonna do anything this time. "I'll deal with you in a second." He told Tommy then turned to the person he really wanted to pound into the dirt.

"Let's dance." Arcticiguana said, making Brick smile but before either did anything Riddler jumped on Bricks back, and covered his eyes. Apparently he was hoping to get some more respect if helped take down one of the tougher convicts.

Regardless this gave Ben an opening to attack, but Brick recovered from the initial shock and grabbed Riddler throwing him at him at his bunk mate. "Must be my birthday." Brick said, punching his fist into his hand.

"Enough!" Icicle Senior called out, effectively ending the fight. This was mostly to not cause the prison to go into lockdown, at least not before his plan went into effect.

"Kid's got guts. The kind of guts a father wouldn't mind seeing in his own son." Senior said referring to Connor, then looked at Ben. "You, I may not know why you and Riddler are buddy buddy, or how sane you exactly are but you got guts too." He said slightly impressed.

Junior is thrown in front of Conner with a stumble in his step but manages to keep himself upright. Turning towards his father as he rolls out his right shoulder. "Great to see you too, Dad."

"Get over here." Senior commands. Conner goes to follow him but is stopped by Brick. "Not you, Terror. Just Junior."

Conner sneaks a glance at Brick before turning his ear to the conversation, listening in. "All right, Icicle. We're all here." Freeze says. "Now what?"

"Now we put the final pieces in place to bust every single con out of Belle Reve." There, despite being separated by the glass it's clear that all the ice villains are indeed working together to escape Belle Reve.

The begin to plan and it seems full proof until senior brings up a little hiccup. "Just one problem, Wilcox is gonna be gaurding our shipment."

"Why's that a problem?" Junior asked.

"Wilcox was always a stickler for the rules." Captain Cold replied. "If he see's what's in there then the whole plan is done."

"I can help with that." Ben piped up, surprising all five ice villains by his sudde. appearance.

"How did-?" Senior was about to ask when Frost cleared her throat getting their attention. She then pointed to Mammoth and Blockbuster, who were supposed to make sure nobody came, were keeping their eye on Riddler. The latter of whom was absentmindedly talking to the towering behemoths.

Ben had told him to do this as a distraction so he could just waltz right up to them. Granted it was a simple, some even say stupid, but since these were basically meatheads who were all brawn and barely any brains Ben figured it would work.

"Sounds to me like you guys have a problem, but luckily for you Arcticiguana has the solution." Ben told them.

"What do you want?" Senior asked, eyes narrowed.

Ben smiled and said "Just a place at the table."

"What's in it for you?" Freeze asked.

"Well first I'll be part of the greatest escape ever and second leave my friend alone." Arcticiguana told them.

"You think you can just waltz right in here and make demands like some big shot!?" Senior growled while walking up to Ben until he was within arms reach.

"Either that, or I spill the beans about your little shawshank redemption to Waller." The hero warned.

"What if we make sure you're not awake long enough?" Senior told the alien, while gesturing Mammoth and Blockbuster to come over to emphasize his point.

"Try anything on me and Riddler squeals like a pig." Ben warned, keeping a straight face, even though he was totally bluffing.

"Alright fine." Senior relented buying the lie. "But you better make sure Wilcox is off our backs."

"Relax I got this." Arcticiguana assured them.

**Later**

Ivo is walking down the prison cells with a cart of new Prison Uniforms that he is handling personally. As he puts a pair in Superboy's cell the Kryptonian grabs them almost instantly.

Seeing what he has, Junior springs his feet up and swings them over the edge of the bed. "Tommy boy, I'd advise putting the new rags on sooner than later." His smirk tells Conner that's he's being far more serious than his teasing tone.

Conner turns his back to Junior as he unzips his jacket. "_The break is coming, sooner than later._"

M'gann pulls on her new uniform, all too aware of Frost watching her. "_Updating Aqualad now._"

**Outside**

The camouflaged BioShip remains stationary over a swap outside the prison boundary. "_Time to pull you out. Calling the league_."

"_No can do Aqualad._" Ben interrupted. "_We call him out with no evidence he'll just wait until the heat dies down and try again._"

Aqualad sighs through the link. "_Agreed._" He looks to the other person in the BioShip, annoyed. "We remain on alert."

Tornado says nothing as Aqualad leans back with his arms crossed over his chest.

**Stranges office**

Ben was here sitting next to Riddler as he was called into the prison psychiatrist office.

"I understand you nearly caused a commotion earlier." Strange told the two. "And in that you've become friends with Edward Nygma, am I right?"

"Well yeah he's my cell mate, if I'm gonna be here a while might as well make a friend." Ben replied.

"You know Waller is not happy with you." Strange added. "She might put you in solitary confinement." He warnes.

"Great." Ben perked up, confusing his therapist. "Then I can finally have an excuse to work on my teen romance novel."

Strange gave him a look, but Ben ignored this and began explaining. "It's about a transgender robot falling in love with a Vampire...who has cancer."

"You're hooked right?" Ben rhetorically asked.

"I want to say no, but yes." Strange admitted. "But we're getting off track."

"How do you think your family feels about this?" Strange probed.

"Not really around to ask so." Ben replied looking away, a little saddened by this. After all he never really thinks about how much he misses his parents, grandpa, his dweeby cousin. It would be one thing if he was missing but since technically he was a clone they didn't miss him.

"Are you ok?" Strange asked with concern in his voice, this snapped Ben from his thoughts.

"Uh yeah why?" Ben asked.

"Because I've been trying to get your attention for the last ten minutes." Strange informed him, surprising Ben a little.

"I think that will be all for today, we'll pick this up tomorrow." Strange concluded, Ben got up and left, thankful he got out of it.

As he left he saw M'gann and Connor come over for their therapy session. "_Good luck._" He wished them telepathically.

**Later**

Ben joined Freeze and Cold as they flanked Icicle Senior on their way through the prison's laundry room. Heading straight for the chain blocked room in the back of the room. Senior swings the sliding doors open wide with much bravado.

"Dramatic much." Ben comments.

"These parts came in with the shipment of new prison orange." He says informing the two men by his side, while Wilcox follows them into the room.

"I need to inspect it first." He told them, Senior looked at Ben who winked at him.

"Willy buddy baby let's talk for a minute." Ben said, pulling him away from the vilians.

"If you think they can sneak whatever contraband is in there, then you're crazier then I thought." Wilcox told Arcticiguana.

"Just trying to get out of earshout." Ben told him. The alien shapeshifting hero had kind of a risky plan, but if they're gonna stop a breakout he had to take the chance.

Ben then began whispering who he actually was an why. The gaurd didn't believe he was the Omnitrix hero from San Fransisco until Ben peeled back the fake skin covering the Omnitrix a bit.

Wilcox then believed him, but kept his face very stern. Ben turned back to senior and gave him a thumbs up signaling they could go inside.

Cold reaches for the crowbar on the wall, taking it off the pin, but pausing in the motion to look at the guard. Raising the cover to his chest pocket to show the remote for the collars and nods. The crowbar is easily jammed under the lid and the wood cracks as the nails are pulled loose to let the top open.

Inside are some machinery pieces, but Freeze is the one who comments, almost too easy. "Exactly the parts we need."

**Cafeteria**

The TV is showing the new. "Iris West reporting from Chicago where the Manhunter from Mars has defeated the Headmaster. This not to long after Red Tornados engagement with Arcticiguana just days ago."

Freeze, Blockbuster, Mammoth, Cold, and Senior all look to each other. "That accounts for every leaguer, but Red Tornado hasn't shown up since him." Freeze says, gesturing his head to Ben.

"Probably on monitor duty, or whatever." Senior mumbles lowly. "Even if he does show, he can't handle all of us alone."

"Can't rule out all of them though, Flash and Superman can get here in like 3 seconds." Ben pointed out. "And don't forget that Omnitrix guy."

"Kid's right." Snart spoke up gaining there attention.

"In my experience a plan always has the same four stages." Snart added then began listing them on his fingers. "1. Make the plan 2. Execute the plan 3. Wait for the plan to go off the rails. 4. Throw away plan."

"That's a good mentality." Ben said in total agreement.

As Nygma walks to another table Brick gets in front of him. "This is for that cheap shot earlier." He threatens and his about to punch Riddler, who gets scared for a moment until Mammoth grabs his arm.

Brick and everyone else is surprised by this and all turn to Senior who just continues eating. But they see Ben who smiles and winks at Nyma.

Mammoth let's go of Brick's arm and Riddler proudly walks toward his cellmate. Granted all but Ben don't like him, but he's gonna milk this cow for all it's worth.

"I'm a man of my word." Senior told Arcticiguana.

"Silence!" Ben said aloud. "That's the answer." He added, having a eureka moment.

"Exactly, finally someone gets it." Riddler replied, while the others groaned.

**With Superboy and Junior**

Superboy catches sight of the whole thing as he sits down across from Junior. "So how come you ain't sitting wi' yer pa?" he asks curiously.

Junior pauses in his eating, looking like Conner had just spat in the spoonful of food he was about to eat. "Because my pa is a jerk who only wants me around when he needs me." He says it over his shoulder, but not nearly loud enough for the man to hear him, rather he just glares harshly at his dad. "But I try not to live or die over getting his approval, you know?" Conner drops his attention, suddenly feeling far too attached to the sentiment given by a villain. "So tell me about your sister."

"Wha'?" Conner questions confused. "Uh," clearly thinking something up. "Sh-she's a pain. Why?" He barks, but not angrily at Junior.

Junior reaches over and half-slugs Conner in the shoulder. "Dude, she's hot." Conner looks very confusedly at the spot Junior hit as he continues. "You can't see it because you're family." He drags his attention back up as Junior shrugs with his hands up. "But I look at her and think: That chick gets me. And really, that's all you need. Someone who sees the psycho that you are and likes you anyway." (True)

Conner actually looks surprised that Junior actually said something that he can actually agree with and understand the sentiment behind. "Yeah, yer like an evil genius." He returns the smile Junior gave.

Junior raises a fist. "Word." the two share a fistbump.

Mister Freeze stands up suddenly. "That's it, old man. I'm done genuflecting." Nailing Icicle in the face with a lunch tray.

Conner and Junior, along with everyone else in the cafeteria, rocket to their feet stunned.

"Belle Reve needs a new capo." The man snarls, kicking Icicle in the face with his thick boot, only to be shocked by his collar.

"This ain't Arkham, Freeze." Wilcox says in a low gravel tone. Still holding the remote until Freeze falls to his knees. Finally, the energy stops and Freeze falls to his side. "We don't put up with prima donnas. Take him to Waller." He tells the other two guards, who struggle to carry off the monstrously sized ice villain.

Cold looks to Icicle, who has blood falling from the corner of his mouth, as he stands back up.

Conner and Junior head through their cell block together, when Junior is suddenly snatched by the back of his arm by his father. The teen is thrown to the wall and his father stands over him.

The man lookspanickedly around to make sure no one's watching, much to his son's obvious surprise and hisses out. "There's a glitch. Can't reach Frost."

"Xcus' me." Conner interjects lowly, now that the three of them are the only ones out of their cells. "I couldn' help overhearin'."

"That'll happen when you eavesdrop." Senior snarls lowly.

"Yeah, well, I can help." he continues with a small smile. "I go' dis mind-link wit' mah sister."

"I know your stats, boy. Super-strength only. No telepathy." Senior tells Conner, as Junior can only watch the argument go back and forth between the two of them.

Conner looks down the hall as he grumbles out. "It don' pay ta advertise when they're slappin' collars 'round yer neck." Then he turns towards Senior, smirking a little. "But we're twins, see? Got de psychic thing in-utero." Senior looks intrigued if nothing else. "So you talk ta me, I talk ta sis, sis talks ta Fros'."

Senior stands up straight, glancing from side to side once more. "Alright, send the message. It's going down. Now." he whispers to Conner.

Amanda Waller sits at her desk plaqued with **WARDEN **and everything, while Hugo Strange stands behind her.

Freeze walks into the office, stopping about a yard short of her desk. An officer comes up behind him and pushes his shoulder, causing the man to stumble slightly as he commands. "Move."

Freeze twists his hands in the restraints, they spin with the motion even though the two should've stayed inline with each other. "Freeze." He retorts as he shoots ice from his palms, hitting the guard in the face.

As he pulls away from the guard his cuffs freeze andshattersaround his wrists, looking smug.

Waller doesn't even stand up, she slams the button on her remote, activating the collar.

Yet, Freeze opens his suit, grips the collar, freezing it so it shatters when he pulls on it. He's gasping for air, but when he looks up his eyes burn. "Too little, too late."

Waller stands. "We'll see. Voice activation, Waller-1. Lockdown."

Around the prison alarms blare, all the lighting goes red, and triple layer protection engages.

A guard in the office sees the **LOCKDOWN** as the digital gates are shown to be closing around the circular prison. With a gasp he stands and slams the red button, closing blast door over the window as the guns engage.

Waller pulls her own handgun out of her coat, aiming it at Freeze. Strange stands behind her stunned by the actions.

Waller goes to fire the gun, but Freeze freezes it, her hand, and her arm past the elbow. She shouts in pain, falling back and holding her shoulder.

"Stop!" Strange shouts, getting the man's attention. "Stop." he repeats. "What do you want?"

"Master control for the collars." Freeze says, stepping forward and pressing a yellow button on the control panel of Waller's desk.

The collars power down around the prison.

A guard scrambles through the cell block but is stopped short by someone growling from inside a cell. He turns his flashlight into the cell. The thing growls louder and he screams as the door comes flying off by Blockbuster.

The gun hones in on his form before firing at him.

He shouts in pain, but Mammoth rips the machine gun out before on for longer than a few seconds. Throwing the machine gun into the blast door.

The guard in the office watches on a screen as Mammoth throws it, only just managing to get out of the way of the gun before it smashes those monitors.

He falls to the ground, Mammoth growls before picking him up by the face.

On the ground floor of BLOCK 4, two guards can only watch as more doors come flying into the hall. Inmates charging at them in mass, some jumping straight for them and others running for the main door to their block.

Conner, in the madness, runs to an open cell, finding both Icicles using their powers to shatter the collars. Junior's form also transforms to have a more ice-like appearance.

"Strength should be back, dude." He reminds the blonde, seeing as he's still wearing his collar.

"Right, right." He mumbles, yanking the collar with one hand before it breaks in half.

"Just one loose end to care take of." Senior said then walked over towards Arcticiguana.

"Need something boss?" Ben asked.

"You slipped up." Senior replied then pointed his wrist and fired at Ben's abdomen. While not hurting him it forced Ben to take a few steps back.

"_Superboy punch me!"_ Ben shouted quickly in the mental link, just because his cover was blown didn't mean his teammates were.

Superboy then ran and punched his teammate in the gut sending him flying into the wall, cracking it upon impact. In the process the patch shattered like glass showing the insignia.

"Well since I'm out and about." Ben said, then slapped the Omnitrix insignia before any of the other prisoners could do anything.

Ben then became Heatblast. "Now I get to cook you cold goose." He said, just before he heard the very familiar beeping of the Omnitrix timing out.

With a red flash Ben became human again, surrounded by prisoners who hated him. "Stupid watch."

"Looks like our little lizard was actually a rat." Junior commented with a fiendish smile.

"So what gave me away?" Ben asked, generally curious.

"You forgot about someone who you helped put in." Senior answered then came Ivo with a smile on his face.

"Evo." Ben said, while giving a glare.

"It's Ivo you brat." The scientist replied.

"We better take care of 'im bafour he can call for help." Conner told them.

"Let's." Junior said before firing a massive ice blast at, who crossed his arms to sheild himself. The hero froze instantly, but the ice must have messed with the Omnitrix since the security feature was activated. The pulse in turn shattered the ice Ben was trapped in.

Ben saw the Omnitrix had recharged and slammed the dial once it popped up. Once the flash died down Ben came a blue moth like alien. "What's with all the new guys lately?" Ben questioned noticing how each mission gave him a new transformation.

"Get him!" Senior ordered.

Brick could finally throw a punch with all of his might not having to worry about anything. But as his fist was about to make contact it went right through him and his hand was covered in frost.

"An ice alien is a bit redundant but the intangibility is a nice perk." Ben commented.

Before anyone could do anything else Ben became intangible once more and flew towards the Riddler, flying and freezing other prisoners as he went. He became tangible for a moment grabbing Nygma then making them both intangible before sinking through the floor.

Senior gritted his teeth in frustration. "Don't worry dad we'll get him." His son assured him.

"Don't you see he can get out now and call who knows to help!" Senior shouted.

"No he ain't." Superboy said. "We got access ta dem loudspeakers, right."

"What do you mean Terror?" Senior asked.

"He a hero and we got hostages." Superboy said with glee, since Ben was compromised he had to try harder to maintain cover.

**Womans wing**

A female guard is pushed to the floor, she rolls to her back, looking up the inmates in fear. "Please, I have a family." She begs.

"Oh, beg some more. It's much sweeter that way." Frost turns her hand into a spiked ball, ready to beat the woman with it.

The ice shatters suddenly, the only indication of who did was M'gann's shout of "No!"

The blue haired woman turns to the blonde, irked, but impressed. "Well, Tuppy, aren't you just full of hidden talents?"

Her look hardens, ready to take all of them on.

Conner hears M'gann re-engage the link. "_Superboy, I think my cover's been-"_She gasps, but then cuts off.

**With Superboy**

Conner goes from confused to worried. "_Miss Martian?"_ To frightened as he switches to her given name."_M'gann!"_ Then his eyes burn with anger as she doesn't respond."_M'gann!"_

"Everything good with Frost?" Junior asked, noticing his cellmates look.

"Yeah yeah, just worried 'bout ma sistar." Superboy replied, not fully lying.

"Relax man with the collars off she can take care of herself." Junior assured him.

"_Supey relax, link is still up that means she's okay._" Ben spoke through the link, this gave Superboy alot less to worry about now.

**With Ben**

Ben, who dubbed his new alien Big Chill, went through the walls with Riddler and was now outside. "You're free." Ben told him.

"What?" Riddler asked, very surprised by this sudden development.

"Just remember you owe me for this." Big Chill reminded him, before going back inside.

As he did he heard Senior speak. "_Listen Omnitrix, you have ten minutes to give yourself up._ _Otherwise we get rid of some dead weight_."

"_Looks like we're in a pickle._" Ben stated in the mind link.

"_What do we do?"_ Superboy questioned.

"_I'll get the hostages, but you need to figure out a way to turn those collars back on._" Ben ordered making his way through the prison, avoiding any contact with any of the prisoners.

"_How? Everybody is watching me, and no doubt Senior is suspicious of everyone._" Superboy replied back.

"_He only know's about me, not M'gann, but Junior trusts you, so use that._" Ben told him.

**With Superboy**

He and Junior were in the laundry room and were doing a method where junior would freeze the wall then Connor uses his strength to break it down. It was taking some time since the wall was so thick.

Conner looks behind him at Junior and suddenly has an idea. "Junior, listen, I jus' got me a warning from Tup." He gestures over his shoulder to prove his point. "Collars are turning back on in women's wing. Coul' happen dis side any minute."

Junior's eyes go wide. "Oh, man, we better tell Dad."

Conner smirks. "Or you coul' show some initiative."

Junior looks away as he thinks it over, his lips forming a thin line, when he turns back to Conner he's slow to give him a smile that turns hopeful quickly.

**Elsewhere**

As the trio of ice villains were working on the breakout, Brick and several others were in charge of gaurding Waller, Strange, Wilcox and several other gaurds. They had armed themselves with guns that for the gaurds would normally be used in extreme situations.

"Look at them shiver and shake." He then turns back to the people in the cell. "Too bad you're not wearing the new orange we had smuggled in. Micro-tech thermal units sewn into the fabric keep us toasty."

Waller looks up instantly. "Toasty?" She questions, looking harshly at the red man straight in the eyes. "Before this is over, you'll be toast." It's not a threat. It's a promise.

Something in Brick snaps as he reaches through the bars of the cell door, grabbing waller by her tie. Choking her slightly.

"Before this is over, you'll be over." He snarls.

Strange slowly steps forward.

"Daniel, stop. There are a hundred ways this could go down and in all of them." Brick turns his attention from Strange to Waller for a moment, she glares just as strongly back at him and he looks down at her. "A hostage like Waller is more valuable alive."

He pushes her back. "Thank him, Wall. He just saved your life." Brick tells her.

"You're real name is Daniel?" They heard a chilling voice say. Then Ben suddenly appeared and instantly all the convicts aimes their weapons at the alien.

Some pulled the triggers but found the weapons not firing, they looked at the guns in shock. "Okay I did not plan this."

"Ha!" Waller laughed. "You didn't do your science homework, ice expands lead, lead is what bullets are made of."

"Plus the other metals in the guns and bullets, they also haven't been used so." Ben adds finally understanding. (I don't know if this is would work in this situation, but let's say it does)

Brick growled and was about to go for one of the hostages as leverage but suddenly he and those with their collars on suffered an electrical shock. This caused all those who suffered to be rendered unconscious.

"Okay seriously I did not plan this and man that was anticlimactic." Ben spoke beofre freeing the hostages.

Just then Freeze, Senior and Cold came in accompanied by Mammoth and Blockbuster. They would have kept trying to break out, but with all the prisoners being unconscious made the greatest jailbreak in history just that, history. What were they supposed to do, carry them out?

"Tell me how you turned the collars back on, or you're all gonna be frozen for a millennia!" Senior threatens, clearly upset.

Waller looks back, unintimidated. "At which point, you will still be in Belle Reve." She retorted.

The trio of ice villains took aim and fired, Ben countered by using ice breath to create an ice wall. This meant when the blasts came in contact it only strengthened the ice.

"Move!" Ben told them, while he could take them on, these people had no powers or weapons.

Just then Blockbuster and Mammoth burst through the ice, shattering it instantly. Ben decided to take them on since they proved the biggest threat.

Ben went up to Blockbuster's face and when he went to punch Big Chill turned intangible causing his fist to collide with Mammoth. Ben kep repeating this process since trying to freeze them proved pointless while they have all their energy.

Meanwhile the ice villains had split up to look for, specifically, the warden. But that was proving difficult since there was an icy fog, fortunately it only reached to the waist, but anyone could hide simply by laying down.

As Freeze was looking around he didn't hear someone come up behind him. "Hey bubble head." He heard and on instinct turned around, only to be met with Wilcox who took one of the useless rifle and used it as a club. The result was that Freeze's helmet shattered.

Freeze starts to panic. "No! No! Suit breached. Can't survive unless-" Freeze is quick to shoot himself in the face with the ice gauntlet, freezing his head and shoulders, andthetops of his arms. The move saved his life, but rendered him unable to do anything but lie down like an icy lump.

Captain Cold saw this and began firing ice blasts at Wilcox who jumped out of the way just in time. Seeing him distracted, Waller followed Wilcox's lead and whacked him over the head with one of the rifles.

"I better get a raise." Wilcox told his boss with confidence.

"You and me both." She replied.

Nearby Senior took aim, but Strange saw this. "No!" He shouted, before throwing himself at him, both of them were rendered unconscious as they hit the wall.

"That should hold them for a while." Ben said, the two behemoths were in multiple layers ice. The two had zapped their strength after punching themselves trying to hit the ghost like alien.

**Meanwhile**

Superboy was finally able to breakthrough the wall, he and Junior entered. The latter surprised that there was only two female prisoners, Killer Frost and Devastation.

"Well, well, well, it's the brother." Frost muses.

"What's going on?" Junior said, confused.

"Care to share Tuppy's fate?" Her eyes drag to the left, leading Conner's to the same.

All he can do is gasp at the suspended, frozen M'gann.

Shock gives way to anger in a moment, Superboy yells in anguish as he charges.

Devastation meets him halfway, so he hits her straight in the face. Surprisingly, she can take and hits him back.

"You!" Junior shouts while firing an ice blast at Frost. The reason Junior attacked was that he was angry for Frost freezing his, what he thought was, his crush.

Frost countered and the blasts met in the middle, she knew the so called "Tommy Terror" had to be some spy. But what she didn't know was that Junior didn't know any of this, so she assumed Junior was a traitor.

Eventually Frost was overpowering Juniors blast. "You can't beat the queen at her own game."

Superboy meanwhile gained the upperhand in his fight and was able to throw Devastation at Frost. This knocked both of them out, while Superboy went to M'gann's ice prison.

"Aw, dude, I'm sorry." He offers, genuinely, as Conner comes to a stop before her, raising a hand to wipe away the fog so her face is no longer obscured. Conner's expression breaks, pain, fear, loss all flood his eyes before he closes them, his head falling forward, his eyebrows knitted in can only bepain.

"And she was such the total babe too." Conner completely ignores the comment, stepping back with a large windup and an angry look on his face. Junior is quick to realize what he's going to do. "Dude, stop." He nearly shouts, stunning Conner enough with the fear in his own voice to get the bleach blonde to turn towards him. "You'll shatter her. Assuming she's still alive there at all." He mumbles the last part lowly.

"_M'gann please, don't leave me._" Superboy pleads, hopeful that she can hear him. Slowly the ice began cracking until it finally broke, freeing the disguised Martian.

Conner takes a moment to reach out to her, but he helps her up quickly. "Are you...?" he trails unsure how to finish the question.

"It's pretty cold where I come from." She offers, Conner shifts his hold to her waist and her jaw. "I'll be al-" She's cut off as Conner kisses her.

"Dude, that's your sister!" Junior objects loudly, eyes wide.

However things change when M'gann reverta back to her Miss Martian form.

"What?" Junior looks to where she was frozen, then to Frost and Devastation. "Wait. Is she?" Realization dawns on him. "And are you?" Nkw he knows exactly who they are. "Oh, Dad's gonna kill me." He whines, burying his face in his hand.

"It finally happened." Big Chill said, announcing his presence.

"Wanna do this quietly?" Ben asked, holding a collar. "Don't worry it won't shock you." He assured him.

"Alright fine." Junior said, with a whine.

**Scene Cut**

Amanda Waller's plaque is thrown into the garbage. A new one is placed on the desk Hugo Strange. The man himself releases his hand from the plaque and moves behind the desk.

"Belle Reve will be fully operational by tomorrow." He tells someone. "All prisoners are accounted for, except the Riddler who did manage to escape during the confusion." He seems at least slightly impressed. "Still, you must be disappointed."

Icicle Senior stands before him, unguarded, uncuffed, but the collar in place and turned off. "Me?" Senior asks with a small smirk. "After the risk you took smuggling our tech inside you had nearly as much invested in the break as we did. It's a shame we got beat, but the main objectives were all reached." He holds his hand out to Strange.

The man reaches across the table and shakes his hand. "The Light should be quite pleased." He says with a small smile.

Belle Reve on the outside looks the same, but something has fundamentally changed about the prison on the inside.

**Thanks for waiting after so long, I hope you all liked it. I did this for a couple of reasons 1. I wanted to introduce Big Chill. 2. I kinda need Riddler owing Ben a favor for a later chapter. 3. I wanted to update on what happened to Roquette and why. Finally, I had fun writing it**.

**Also since you waited so long for this here's a little preview for the next chapter.**

Ben and Zatanna were in one of the rooms of the Tower of Fate. Since nobody was currently occupying it the two felt like they could use it for themselves. Right now Ben and Zatanna were in a room that appeared to be a study, with two leather chairs, a bunch of books and a fire.

"Why do we have to study in here?" Ben asks his girlfriend, as they sat in the chairs reading about the world before the First World War for an assignment.

"Well you seem to get distracted by anything and everything so here no distractions and no wifi." Zatanna reminded.

"I think I can find one." Ben replied, with a knowing smirk.

"Not gonna work lover boy." Zatanna told him, focusing on her book. "You know sooner you get it done, sooner we can get out of here." She added.

Ben sighed and went back to his book, but then something happened. A yellow portal opened up. The two were on their feet instantly ready to defend themselves.

Suddenly came a blond man, with a white shirt, a messy red tie and a trench coat. "Cheerio mates, either of you wankers familiar with magic, or have dealt with it?" He asked, with a British accent, while walking in with a certain swagger.

Ben and Zatanna looked at eachother briefly before they raised their hands.

"Fantastic." He said cheerfully, then clapped his hands and rubbed them together. "Let's discuss details over a pint eh."

"I'm sorry who are you?" Zatanna questioned.

"Pardon me luv, here." The Brit said, holding out a business card.

"Constantine exorcist, demonologist and master of the dark arts." Zatanna read.

"It says master, does it? I should really change that to petty dabbler. I hate to put on airs." The man, now identified as Constantine said.

"I'm Ben 10 greatest hero of all time." Ben introduced himself. "And this is Zatanna, sorceress supreme." He introduced his girlfriend.

"Great stuff, I'm John and I'm a bastard." He replied. "Now about that drink?"

**Please tell me your thoughts.**


	14. Chapter 14

**Hello everyone I'm back, another OC chapter, hope you enjoy. Also I hope I am doing good with writing Constantine, I'm even looking up quotes and British slang. P.S. I am not giving Ben Kryptonian powers.**

**On a personal note I heard they might be casting Keanu Reeves as John Constantine again. While I think he is a great actor he was a terrible Constantine, Matt Ryan is much better, am I right?**

**Anyway's enjoy**

**Brazil, unknown parts of the Amazon Rainforest**

As his minions hacked their way through the jungle, the criminal known as Kobra started to frown. While he had been assured that they were quickly nearing their goal, he still felt like they were taking too long. When one of his cultists actually had the gall to argue that point, Kobra had made sure to make an example of that one.

Seeing their comrade eaten alive by an anaconda had shut the rest up fairly quickly.

"Exalted One." One of the cultists said, drawing Kobra out of his musings. "We have arrived at the Temple of the Serpent."

"Good." Kobra said, stepping into a small clearing, where a massive ziggurat sat; engraved into every side were carvings of snakes and symbols of an old language, still visible, even after centuries of exposure to the elements.

"Is everything prepared for my ascension?" Kobra asked one of the cultists.

"Almost my lord." The cultist replied. "We are just waiting for the last piece."

"Good." Cobra said with a smile.

**Tower of Fate**

Ben and Zatanna were in one of the rooms of the Tower of Fate. Since nobody was currently occupying it the two felt like they could use it for themselves. Right now Ben and Zatanna were in a room that appeared to be a study, with two leather chairs, a bunch of books and a fire.

"Why do we have to study in here?" Ben asks his girlfriend, as they sat in the chairs reading about the world before the First World War for an assignment.

"Well you seem to get distracted by anything and everything so here no distractions and no wifi." Zatanna reminded.

"We could-." Ben began to reply, with a knowing smirk.

"Not gonna work lover boy." Zatanna interrupted him, focusing on her book. "You know sooner you get it done, sooner we can get out of here." She added.

Ben sighed and went back to his book, but then something happened. A yellow portal opened up. The two were on their feet instantly ready to defend themselves.

Suddenly came a blond man, with a white shirt, a messy red tie and a trench coat. "Cheerio mates, either of you wankers familiar with magic, or have dealt with it?" He asked, with a British accent, while walking in with a certain swagger.

Ben and Zatanna looked at eachother briefly before they raised their hands.

"Fantastic." He said cheerfully, then clapped his hands and rubbed them together. "Let's discuss details over a pint eh."

"I'm sorry who are you?" Zatanna questioned.

"Pardon me luv, here." The Brit said, holding out a business card.

"Constantine exorcist, demonologist and master of the dark arts." Zatanna read.

"It says master, does it? I should really change that to petty dabbler. I hate to put on airs." The man, now identified as Constantine said.

"I'm Ben 10 greatest hero of all time." Ben introduced himself. "And this is Zatanna, sorceress supreme." He introduced his girlfriend.

"Great stuff, I'm John and I'm a bastard." He replied. "Now about that drink?"

"Hold on!" Zatanna exclaimed. "You just show up here, ask for help then suggest we go get a drink."

"I don't think we need a bloody recap when this episode isn't over." John replied.

"Still don't you think the least you can do is to share one small personal detail." Zatanna added.

"My mother died giving birth to me." The brit replied with a straight face.

"Okay how about a bigger detail?" Ben questioned, a little confused by the odd response.

"My dad said it was my fault. He had a nickname for me, I heard it every night. Hey there "Killer". And after a night at the pub, which was every night, he'd punch my head and say "That's for what you did to your mother, Killer." Constantine told them, before taking out a cigarette and lighting it.

"So if we're gonna sit here and play twenty questions, can I at least get a turn?" John requested. "Like how did a couple of ankle biters like yourselves keep hoping in and out like you own the place?"

"We have the key, and Kent Nelson died so." Ben responded.

"So the rumors are true then." John said with a sigh blowing out a puff of smoke.

"I need a book." He requested.

"Pick one." Ben replied, pointing out the entire room.

"I need a book that involves a snake temple, and some snake god." John struggled to explain. "With some loophole cause it ain't supposed to happen until the day of the dead."

"Let me try something." Zatanna said, before pulling out a spellbook from her satchel. When she did Constantine eyed it suspiciously, but decided to keep quiet, for now at least.

Zatanna than began to say an incantation with her left hand extended, and when it was over a small ball of light floated out of her hand. It made a few circles around Constantine's head before going around the study. It then stopped by a book on one of the top shelves.

"I'll get it." Ben offered as he activated the Omnitrix and slammed the core. The flash blinded the only adult in the room, Zatanna having faced a different direction.

"Ghostfreak!" Ben called before floating upwards. He used to he afraid of turning back to this alien, and while it wasn't always his first choice he could be quite useful.

"A ghost inside a dead magician's house, oddly appropriate." John stated.

Ben came back down and became human again. As Constantine went for the book Ben pulled back his hand. "Nope, you're gonna have to fill in all the blanks first before we give you this."

"Alright fine, but first we have those drinks I've been talking about." John relented, before opening another portal.

"Um you know we're not old enough right." Ben replied, wondering if the guy was an alcoholic.

"No problem then." John said, flicking away the cigarette, using magic to burn it instantly. "Perfect excuse to drink for 3." He added them walked into the portal.

"Should we trust him?" Zatanna questioned, after all he appeared to be some drunk chain smoker, that just waltzed in here.

"I think we should." Ben reassured. "I have a good feeling about this." He added, with confidence.

Zatanna sensed something was up though. "You just want to ditch the school work for something fun." She correctly stated.

"Duh." Ben replied, not even attempting to hide it. Zatanna smiled as she shook her head, one of the things she liked about Ben was that he was very open and blunt. And while that can get him into trouble sometimes, or all the time, it was still an admirable quality.

"You coming?" Ben asked, as he was about to step into the portal.

"One sec." Zatanna replied, then turned around and called. "Ship, here boy." Well patting her knee's like one would do for a dog.

Ship, who was sleeping by the fire behind a chair, woke up and went over to Zatanna. The sorceress opened up her bag and Ship hopped in it. "Ok let's go." Zatanna told him then the two walked through the portal leaving the Tower of Fate behind.

**Watchtower**

Red Tornado had just come in via Zeta tube, he had left Aqualad in charge of cave since Ben was out. He would have been on the Watchtower anyway covering for Green Arrow who had a "hot date" with Black Canary.

"Apologies, I am late." Red Tornado said, walking into the meeting.

"We're still waiting on Flash." Superman replied. "As usual." Captain Marvel mumbled but most heard it.

Then as if hearing them the scarlet speedster came racing in. "Sorry I'm late, woke up two minutes ago." He stated, before taking his seat.

"Now we can begin." Batman stated, he then brought up a list of matters they were to discuss. "I'd like to start out with-." But he was cut off by an unexpected member.

"Let's cut to the chase." Red Tornado interrupted causing all eyes to turn on him. Nobody had ever interrupted Barman, either from fear or respect. The fact that Red Tornado had interrupted him was very odd, to say the least.

"What are you talking about?" Superman asked.

"Batman moved up the meeting to talk about Ben." Red Tornado answered the kryptonian. "And I would rather not beat around the bush and get your little paranoia phase out of the way already." The robot added, sounding almost human.

"Does he have his circuits crossed?" Flash whispered to Marvel who shrugged.

"Since Tornado brought it up might as well." Batman said, before taking a pause. "I have reason to believe Ben is a mole." He stated bluntly.

**Oblivion Bar, London**

A portal opened up and out came John Constantine along with Ben and Zatanna. "Welcome to my watering hole mates." He told them.

The two teenagers looked around and the place resembled an average bar. But this had very nasty looking creature's in it, so they guessed it was some hidden magic bar.

"Something tells me that you're not a friendly face here." Ben stated.

"What makes you say that, I'm a likable fellow?" Constantine replied offended.

"I think it's cause of those." Zatanna answered with a gesture.

John turned to see half the occupants glaring at him, but he shrugged it off. "Maybe they don't like you two." He suggested.

"What about the dartboard?" Ben added, and looking over John could see a picture if himself with holes and the word "die" written on it, along with multiple knives around it.

"Okay I may have put a bunch of their friends either six feet under or some other mystical realm or another." The brit answered.

"You sure it's safe here?" Zatanna asked, a little worried.

"Don't worry, the owner has a very strict no fighting rule." John reassured her. "Of course he only added that after that (chuckles a little) incident."

"Well whatever they're creeping me out." Zatanna replied.

"I got an idea." Ben said, but before he could explain he implemented it. "Next round for everyone is on trench coat!" Ben exclaimed, resulting in cheers from all of the creatures and demons.

John gave Ben a cold stare. "Do I look like a leprechaun you found on the other side of the rainbow?" He stated.

"You might wanna cut the chatter and pay the bartender." Zatanna suggested, pointing to said demon who was glaring daggers at John.

"You're lucky I won a game earlier." The brit grumbled handing over a sack of coins to him.

"Did you cheat?" Ben asked, already having an idea.

"We both cheated." John replied before adding a smug look. "I just did it better."

"Didn't you say you were gonna explain to us why you needed that book?" Zatanna reminded them.

"Ah yes of course, take a seat." John said before sitting down at the bar. "Three shots worth of whiskey in one glass please." He requested.

"And what will you have?" The demonic bartender asked the kids.

"I'll take a virgin cuba libra." Ben said.

"That's just rum and coke without rum mate." John told him, then once the bartender put a can on the counter he added. "Or diet pepsi in this case."

"And you?" The Bartender asked Zatanna.

"Um a virgin mojito." Zatanna requested, unsure.

"Nice choice." John stated. "Pretty soon you'll be turning this pub into a lemonade stand."

"Cheers." John said, hoisting his glass then drinking it's contents, when it was empty he let out a relaxed sigh. "Oh that hit the spot."

"Um when are you gonna tell us what you need out help for?" Zatanna asked, after taking a sip of her drink.

"For starters I don't need your help, I need that book for like a minute." John clarified.

"2nd." Constantine began, while holding out two fingers. "I'm trying to find an old Mayan temple of whatever bloody ridiculous name before Kobra uses it's power."

"Kobra as in cult of the Kobra?" Ben asked.

"Well I ain't talking about a garden snake mate." Constantine shot back. "Hey I don't wanna see the bottom of this glass."

"What does this have to do with us?" Zatanna asked.

"I just need that piece of parchment to tell me where bloody temple is." The male sorcerer replied. "Then stop the bloke before he claims the power of said temple."

"Fine but we come with you." Ben told him.

"Are you daft?" Constantine asked. "Why in blazes would I take you two ankle biters with me?"

"Because you just told us everything we don't know, and I have the book." Zatanna reminded him, patting her bag to emphasize her point.

"Oh right, almost forgot about that." Constantine said, before snapping his fingers. He was planning to use a relatively simple spell that would bring the book to him. It surprised him a bit that the bag produced a white aura and blocked it.

"Guess I know that works." Zatanna chimed. "Not alot people pit pocket at home."

Constantine sighed at this news. He could try a stronger spell, but he knew something was up with this girl.

"Alright let's go." Constantine said, before getting up and opening a new portal. "Best get going then, we'll figure out where we're going on the way."

The three then left the bar.

**Watchtower**

After Batman told the leauge that Ben could be a mole, many of them were quite shocked. Though Red Tornado openly stated he didn't believe it, even when Batman filled him in on the last meeting.

"Do you have any evidence other than your paranoia?" Red Tornado questioned.

"Well in between now and then, Ben has done some activities that warrant at least some suspicioun." Batman replied.

"Such as?" Wonder Woman asked.

"For one thing he still has the key to the tower of Fate and he refuses to give it back." The Dark knight answered. "Why would he need that?"

"I let him keep it." Red Tornado told him.

"What, why?!" Zatara questioned very surprised, with him being the Leauge's main expert on magic he saw it dangerous to just let Ben have the key.

"He asked, and I said yes." Red Tornado answered.

"In addition." Batman began to say, getting their attention back to him. "Red Arrow informed me that during the Rhelasian peace summit, Sportsmaster told Ben that he had "a very inside source."

"You got Roy involved in this?" Green Arrow asked, surprised and confused.

"He came to me willingly." Batman told the archer.

"Ben did the same with me." Red Tornado added. "He informed me of this after immediately after he arrived from the Rhelasian peace summit."

"What did he tell you?" Superman asked.

"That he would he would handle it." Red Tornado replied simply. "And he says he has."

"How?" Flash wondered.

"By deducing that there was no mole." Red Tornado answered. "He said it "didn't add up" at least for the team."

"Why are you only telling us this information now?" Batman asked, concealing his annoyance.

Red Tornado simply faced the Dark Knight before replying. "You didn't ask." Causing the caped crusader to narrow his eyes. "In addition, the team was formed so that it would be separate from the league."

"The fact you wish to meddle in the teams affairs without their knowledge shows that you don't think they can handle the situation on their own shows how little you think of their capabilities." Red Tornado added.

"That is absurd!" Aquaman exclaimed.

"Then why can't they deploy themselves on missions, or need permission or have to sneak out?" Red Tornado countered.

Before anyone could say anything Red Tornado added. "That is beside the point, what the Batman has failed to do is put up a solid piece of evidence against Ben 10."

"How about this then?" Batman asked as he pressed a button pulling up footage from three different cameras.

Each camera seemed to be in a lab setting with a high tech device being at the center. One was labeled Queen Consolidated, the second Lexcorp and third was Wayne Enterprise.

"These are all hidden security cameras with there own separate power." Batman explained. "Nothing short of an EMP would stop them from working, so each caught this."

In the QC camera all seemed normal when a green flash occured then wha appeared to be the alien Upgrade came in. The alien used it's abilities to bypass all the security and allowed itself to simply take the device.

Next on the Wayne Tech camera Ghostfreak appeared, but only briefly. It showed itself only so it could grab the device then disappear with it.

Lastly was the Lexcorp camera, this setting was more of a test facility for a bulky high tech suit. Nothing seemed wrong until a part of the chest popped off and Greymatter hopped out carrying a small three ounce chip.

"Well?" Batman asked the robot who replied. "Let's put it too a vote."

**Amazon**

"Always hated places like these." Constantine complained as the three walked through the jungle. After leaving the bar they went to a secluded area where the two magic users were able to pinpoint their destination.

"I mean how many of the little buggers can there be?" The Brit complained again, swatting away several bugs while sweating. "And it feels like I'm in furnace."

"Um can't you use magic to you know handle it?" Ben asked, seeing as how that would solve his problems.

"It's what I did." Zatanna told him.

Constantine mentally slapped himself before putting a hand on his chest and casting a spell. "Honestly sometimes it slips the old noggin."

The three then proceeded to walk in silence for a bit, with John leading the way. "So Zatanna, any relation to Zatara?" Constantine asked.

"He's my dad." Came the simple reply.

"He still trying to bring back the 1920's with that outfit of his?" Constantine asked, referring to how clichés Zatara's hero outfit was to a typical magician.

"You know my father?" Zatanna questioned, after all her father never mentioned him once.

"Sort of." Constantine admitted. "We used to to work together from time to time. Til we parted ways over a decade ago."

"Did you uh know my um mom?" Zatanna timidly asked.

"Ha ole Sindy course I did." Constantine replied with a smile. "Strongest magic user I ever seen, wild card, even a better drinker than me." He added, with nostalgia in his voice.

John continued. "Still can't believe Zatara managed to nick her from me."

"Wait you went out with my mom?" Zatanna questioned.

"No, not really." John replied, a little embarrassed. "But in all fairness it wasn't for lack of trying, we stayed friends and continued working together from time to time."

"Did my Dad have to woo her or something?" Zatanna asked, she was very curious, her father rarely spoke of her mother. And he never mentioned that she was a drinker.

"She wooed him." Constantine replied, with a smile. "I remember how they met like it was yesterday."

"She and I just finished an exorcism in New York and we decided to go for some drinks. I wanted to go to a pub but she wanted to go somewhere that didn't have demons where she wouldn't have to worry about getting killed."

Ben and Zatanna chuckle a little at this as Constantine continued.

"Took a seat at the bar ordered our drinks, then found out that some bloke was gonna be doing magic. I of course thought it was bollocks and wanted to leave but Sin made me stay by offering another drink." He explained.

"Turns out wasn't some mortal playing tricks it was your father. Still wasn't impressed just glad it was more than rabbits out of a hat."

"Then what?" Zatanna, almost demanded.

"Well your father was gonna do one of those things where he randomly selects someone in the crowd for that knife box trick." Constantine began to answer.

_Flashback_

John was at the bar of a fancy restaurant looking at a younger Zatara perform in front of people. John of course looked bored, but next to him was a very beautiful woman wearing jeans, a black shirt and a double breasted dark red trench coat with long black hair watching with intrigue.

Zatara then tossed a card in the air and it floated. "_Kinda cliché, was gonna use a card with the ace of heart to pick someone._"

The card then made it's way around the audience, Sindella saw it going toward some cheap blonde in a white dress. So her eyes glowed blue for a second. The card then a bunch of intricate turns around everyone until it stopped by her.

"_Instead of going to some blonde, Sindy made it go to her._"

Zatara and John had confused expressions on their faces as Sindella stood up. Instead of walking to the stage she held up the card theatrically and it flashed creating a blinding light.

She then appeared on the stage dressed in a female magician's outfit.

"_Everyone was gobsmacked, including me. Then she Zatara did a great show._"

Flashback

"Afterwords the two were together until-." Constantine continued, until he abruptly stopped with a slight panicked expression. However something came into view so he added. "We're here."

The three were staring at an old Aztec looking pyramid. Cobra's minions were all around carrying weapons, ready to protect their leader.

"I hate snakes." Ben said.

**Watchtower**

After Red Tornado suggested the vote, Batman had thought he had convinced the robot to at least suspect Ben. But he still had his doubts, whether or not he was right all depended on the results.

"Votes are in." Green Lantern Hal Jordan announced. "And it's...all but one for taking Omnitrix into custody." He said.

"In case you all are curious it was I who voted against arresting Ben." Red Tornado announced.

"How come?" Superman asked. "With all the evidence against him and no evidence to support the opposite why did you vote against?"

"I believe he didn't do it." Red Tornado replied.

"Why?" Wonder Woman asked, very curious as to why he would support with so much evidence against them.

Red Tornado left them in suspense for a few moments, rather than answer. But the reply that came out surprised many. "Call it a hunch."

A hunch? Everyone, except Batman, looked at one anothet in confusion. The way Red Tornado was acting seemed almost human.

"Very well how about something more recent to convince you." Batman said, before typing some things in then turned to Zatara. "I didn't want to do this Zatara."

"Do what?" The leauge's magic user questioned with an eyebrow raised. "You'll see soon." Was the reply.

Batman then pulled up an image of Ben and a girl wearing blue and black flying around San Francisco. "Red Arrow brought this to me, apparently he found out that a deal was stopped between Tobias Church and Deathstroke. The two escaped, but several of their associates didn't." Batman explained.

"So that's why he's been quite lately." Green Arrow said aloud.

"But what does this mean though?" Captain Atom spoke up.

"Cheshire was also there and was stopped by someone using magic." Batman answered, then added. "Similar magic used against Ivo and Animo when they were captured. Magic used here from footage given to me by Animo."

An image then came up showing a girl firing magic somewhere in some factory. Zatara saw his daughter, who assured him she would not part take in these until he thought she was ready.

"Who's the girl?" Marvel asked, totally ignorant.

"My daughter." Zatara answered.

"Roy also sent me this." Batman added, pulling up an image of Ben and Zatanna kissing shortly after stopping Church, Deathstroke and Cheshire. This confirmed she was also the woman wearing black and blue flying with Ben.

"I'm sorry." Batman said sincerely.

"This proves nothing except that you wish to spy on Ben's personal life." Tornado simply replied. "This changes nothing."

"It changes everything!" Zatara said with anger. "If Ben is a spy or being controlled, now he's influencing my daughter to lie to me and possibly to do dangerous things!"

"How about we change the topic if discussion." Batman said.

"To what?" Hal Jordan asked.

"I propose the removal of Red Tornado from the Justice League." Batman said, surprising all.

"Wait let's not be to hasty." Green Arrow spoke up.

"Yeah." Captain Marvel agreed. "I mean we have majority so can't we still go arrest Ben." He did make a good point, most circumstances like this if majority rules then they go along.

"That is incorrect." Red Tornado said. "When the leauge was formed in order to Intrude on matters such as this, where there is no present danger, it must require a 2/3 majority sure."

"However in order to interfere with matters not of the leauge it must be unanimous." Red Tornado pointed out. "The team was formed to be separate from the league, so therefore the decision to remove one of the members, including the leader, must also be unanimous."

"And since you seem so adamant to not vote against Omnitrix." Batman began to say but then Red Tornado finished. "It would be easier if I was not apart of the leauge to arrest Ben."

Everyone was silent as they began absorbing all this. "I shall go check on the team, while you all decide on my membership in the league." Red Tornado spoke while standing up.

Everyone's eyes went to Batman, wondering if the dark knight would allow it. Batman nodded, prompting Red Tornado to leave.

"Let's begin." Batman said.

**Amazon**

As the two magic users and single shapeshifter were hiding from Kobra's lacky's. "Found his followers, but where's Kobra himself?" Ben asked.

"Look up." Zatanna instructed, Ben did this and saw Kobra on top of the temple as if he was waiting for something.

"My loyal servants." Kobra began to say. "Today I begin my ascension by leaving behind this pathetic body and take my rightful place as the ruler of this world!"

"What no dramatic flare?" Ben questioned unimpressed, until torches suddenly began being lit. In addition Kobra's servants were all chanting, "Hail Lord Kobra!"

"Blimey, they're all a few sandwiches short of a picnic if they think he's a god." Constantine commented, he had seen loyalists like this, but their leaders had better credibility since they were demons and all.

"Soooooo." Zatanna dragged out. "I assume we have a plan or is it standard maneuver number 10?" She questioned.

"What in god names is that luv?" John questioned.

"It's what I call when we just go in and do whatever until we win." Zatanna explains.

"Sounds like a typical friday night for me." Constantine replied with shrug.

"And yet it's a Monday." Ben chided.

"Let's just get this over with." Constantine sighed before walking out of the jungle and into the clearing.

"Oi there!" He called out, drawing the attention of all the cultist. "Mind if I crash the party?" He asked with a smirk then used magic to make a bottle of fine whiskey appear in his hand. "I brought a gift if that helps."

The Cultist open fired at Constantine, who created a magic barrier to sheild him. But not fast enough to block bullets from shattering the bottle and spilling it's contents. "Now why you gotta go an do that?" He whined.

A Green flash was then seen behind Constantine, followed up by a blue and black blur going to Cultists and taking their weapons. "Gotta be quicker than that." XLR8 quipped his visor down.

"_Nrut rieht stekcaj otni sgnidnib!"_ Zatanna chanted and instantly the Cultists were bound by their own jacks as they binded them from moving.

"That was easy." Constantine remarked wiping his hands.

"Dude!" Both Ben and Zatanna exclaimed, and John instantly knew what they meant. "Oh we're about to be screwed aren't we?"

Suddenly at the top of the temple a purple beam of light shot in the air. The younger hero's gave stern stares to the brit who replied. "I know I know, don't get your knickers in a twist."

"Let's move!" Ben said, before grabbing the two and using his current Alien speed to race at the top, once they were there they saw Kobra.

"The shapeshifter from Santa Prisca!" He exclaimed in an irritated manner. "No matter it is too late."

"Actually we're right on time." Zatanna replied.

"Hero time." Ben added.

"Ugh." Constantine groaned. "That's the corniest thing I've ever heard."

"My ssservantsss!" Kobra roared.

"Oh great he's doing the 'ssssss' thing." This time Ben groaned.

"Tonight, your loyal ssservice ssssshall be rewarded! You will become the final cobblestonesss on my path to godhood!" Kobra continued

"Hail Kobra!" The cultists below began to chant, even binded. "Hail Kobra! Hail Kobra!"

Kobra opened his mouth, which stretched impossibly wide, and a dark cloud poured out; it flew towards the cultists, enveloping them. When it passed, the dozens of cultists had withered away to cloth and bones.

"Well that's not scary." Constantine sarcastically stated.

The death-cloud Kobra had spat out had now gone back into his mouth, and his body started to swell; his legs grew longer, then morphed together to form a massive tail, while his torso and arms grew scaly, and his hands became clawed. His canines grew much longer and needle-thin, while his nose completely vanished. Kobra's entire body was now over fifty feet long, and rippling with muscle.

Because of his massive size the ancient structure began to crack and break from the pressure. "At lasssssst I have achieved godhood!" He shouted.

"Honestly this is what I was expecting." Zatanna admitted, to which Ben and Constantine replied with. "Pretty much" "Ditto."

"Now to eliminate you pestssssssss." Kobra said, before he threw a downward punch at the three hero's.

"_Abaeo Exorior!"_ Zatanna called out, making a dome appear around them and teleporting them away from the temple. Resulting in Kobra hitting nothing but rocks, further damaging the temple.

"Bright side we won't have to worry about getting rid of that." Ben said, seeing the destruction.

"Yeah but we still gotta worry about him." Zatanna reminded.

The new God Kobra turned to face them and smiled, or as much as a snake-man could, at least. "Ssso."He hissed. "My firssst ssssacrificesssss asss a god... how deliciousssss."

"Give it your best shot you overgrown salamander!" Ben shouted back, changing into Heatblast. "I've been looking for some snake skin boots, I'm just burning with excitement now."

"Probably enough for a purse too." Zatanna added, her hands glowing in a white fire of mana.

"We can make it a group thing." Constantine chimed in, while lighting another cigarette. "Maybe even start a band."

"Ssssilence you inssssssolent little wormssssss!" Kobra roared. "I ssssshall desssstroy all of you."

"Like I haven't heard that before." Heatblast sarcastically stated, before shooting a stream of fire at his opponent. Kobra merely lifted his arm to block the torrent of flames.

"You do realize that this wanker is a literal cold blooded killer, right." Constantine stated to Ben who forgot, but he merely shrugged. "Eh I'm still getting a C in science."

"Die!" Kobra shouted shooting acid from his mouth.

"Time to go!" Constantine said with urgency, pulling out a small prism from his coat and throwing it on the ground. Like Zatanna's last spell it was a means of teleportation, taking them behind Kobra.

"Can't win by running away." Ben said frustrated, before turning into Big Chill who flew up to Kobra. Kobra saw this and used his tail to swat him away, even as the alien turned intangible.

Zatanna decided to take action by flying up and calling "_Mercuta Verditis!"_ Firing a white beam of mana at the side of Kobra's face, who didn't even flinch.

"Pesssssky fliesssss." He commented, before swinging his hand at her. Zatanna merely flew higher though to avoid it, but still only narrowly dodged it.

"You sssshall not esssscape your punissssshment." Kobra told her before he began to shoot streams of acid at her. Zatanna encased herself with a bubble to defend herself.

"Hey Koby!" The new god heard, at this he turned his head just in time to see Cannonbolt coming at him before hitting his forehead. Earlier Ben had turned into XLR8 and ran back several miles before making a 'U' turn and using the acceleration to increase Cannonbolt's attack power.

The result was Kobra's head being thrown back and Cannonbolt flying into the air. Ben then changed in Echo Echo as he was falling then after splitting into over 2 dozen and landing all over Kobra's new body the clones unleashed their sonic cries at Kobra.

"_Pmup pu eht emulov!"_ Zatanna chanted, doubling the power of each Echo Echo. "Gahhhhhhhh!" Kobra called out in agony while grabbing his head in a desperate attempt to subside the pain.

"Get Tenny over here now!" Constantine shouted to Zatanna from the ground.

"_Gnirb mih ot em!"_ Zatanna chanted, and instantly all the Echo Echo's poofed from Kobra to Zatanna. They would have falled if not for the mana platform she had created.

"Hey what is go-ing on?" Ben questioned, with his robotic voice.

"Sheesh do you always sound like this?" Constantine remarked, before clasping his hands together and calling out an incantation. He then slapped his hand on the ground and a pit of lava was created where Kobra was standing. Kobra then felling into the lava, not even having time to even try and escape.

"Phew." Constantine replied, then turns to the magician and the alien teen who had looks that said, 'What happened'. "That pit leads straight to hell mate, he won't be getting out for a while." He reassured them.

Until a rumble was heard, followed by Kobra climing out of the pit. His body was burned, but was healing and steam poured from his skin adding in to the look of extreme anger.

"That's poppycock!" Constantine shouted "How did you get out?"

"I am a god, I have no boundssss in Hadesss." Kobra answered, but he did not attack, despite his instant healing abilities he was still injured for the moment.

Ben then changed back into human for a moment. "New plan, I hold him off, you guys find that overrated butter knife, it gave him his powers, has to take it away."

"How in frozen hell are you gonna do that, turn yourself into a guidance counselor?" Constantine remarked. "Maybe question him about his life choices."

"Waybig can handle this wanker now piss off." Ben replied mocking Constantine's accent while scrolling through the Omnitrix.

Before Constantine could give a snarky reply Ben found his desired Alien. He jumped off the platform before slamming the core. As the flash disappeared, Ben became a 12 foot tall brown dinosaur.

"You are a fool for thinking you can challenge a god." Kobra said, laughing at Ben's new form.

Ben growled momentarily before taping into the his new aliens powers, he soon began to grow larger and larger until he reached a staggering 60 feeting and letting out a huge roar.

"Blimey he's humongous." Constantine commented.

"He's a dinosaur." Zatanna added.

"I'm Humungousaur!" Ben shouted his new aliens name, he then looked down at Kobra. "What's the matter tiny, afraid?" He taunted Kobra.

Kobra narrowed his eyes before using his newfound powers to grow to Humungousaur's size. However it seemed to take a strain on his body as a multiple vains seemed ready to pop.

"Let's do this." Humungousaur said, punching his hand into his open palm, completely undeterred.

"You sssshall sssuffer!" Kobra responded.

The two then threw a punch which collided resulting a shockwave. Kobra then opened his mouth to unleash a large spew of acid. However Humungousaur's skin seemed to be tuff as he didn't scream in pain, but it did burn though.

Humungousaur pusged through the pain though and delivered a left uppercut. This left the so called 'God' stunned long enough for Humungousaur to charge at him with his shoulder.

Back with John and Zatanna they were searching through the rubble to find the dagger. Zatanna was also asking some questions that were still unanswered.

"So how did he do that ritual again?" Zatanna asked, using magic to toss a rock away. "You said it needed to be on the day of the dead."

"That dagger is like a cheat, put a bit of blood then bam ritual happens whenever you want." Constantine explained.

"That seems stupid." Zatanna complained.

"It has a drawback." John informed her, moving some rock. "Just gotta figure out what is though."

"Found it!" Zatanna exclaimed, holding up the dagger. "Now let's see what we need to do." She said pulling out the book. "_Ortis Expositis!"_ The caused the pages of the book to flip until stopped.

"Let me see that." Constantine told her, the page was written in an old text that few knew of and even fewer could understand. Luckily he was one of those few.

"Pretty simple, just gotta destroy dagger and he'll lose his powers." Constantine said, slightly surprised by simple the solution was.

"Good." Zatanna commented and was about to try and do the task before Ben got too hurt. Even though he was holding his own, even he could only fight for so long.

But Constantine wasn't finished. "Didn't finish reading luv." He told her before continuing. "Turns out only way to destroy it is with an ancient spell, that might take a while."

"How long a while?" Zatanna asked, only to hear a loud crash as her answer. She looked and saw that Kobra wrapped his snake lower half and was squeezing Humungousaur tightly. However the alien was still proving to be difficult to beat.

"Longer than we've got." Constantine admitted. "And unless you've got a time machine in that satchel of yours were in a s#@[ hole."

"No." Zatanna replied, then remembered about their loyal friend. "But I do have something to help." She added then opened her bag.

"What, you gonna send him a cat video?" Constantine asked sarcastically.

The magician then pulled out Ship who was still curled up in a ball. She slpwly morphed into his normal form, but let put a whining yawn, signifying he wanted to back to sleep.

"That it?" Constantine asked, very confused as to what it was or how it was going to help. "Cause if so then you and lover boy are more dodgy then I realized."

"Just watch." Zatanna told him, then placed Ship on the ground while kneeling. "Ship sweety," She said to the alien pet in a soft sweet voice with a smile on her face, causing Ship to turn to her. Instantly Zatanna narrowed her eyes and gave a stern look, while pointing to Kobra. "He broke the toaster."

Ship seemed visibly alarmed by this, then narrowed his own eye before heading to the battle. With a jump Ship morphed into his ship form and flew straight into the battle. Firing of several rockets and lasers at Kobra's face, distracting him long enough for Humungousaur to headbutt him.

"Well that's brilliant." Constantine admitted. "But let's get this show started." He reminded her.

Zatanna then used magic to lift the dagger in the air, while Constantine repeated a series of ancient chants. It seemed to work as the blade of the dagger began to glow a shade of purple.

As Zatanna was listening to the spell, she felt a shiver down her spine. His eyes seemed to roll back and the sound of the spell was very creepy. And even though she wasn't casting the spell, she could still feel the darkness in it. No wonder his card said was master of the dark arts.

She was momentarily distracted with the battle raging not far from them. Luckily she didn't have to turn her head, the battle moved so she could see the three fighting in front of her. Even with Ship's help Ben couldn't seem to keep Kobra down for long.

Things took a turn for the worse when Humungousaur was tripped by Kobra's tail. This caused him to fall on his back, Kobra was to attack but several missiles shot at his face against distracted him.

"Insssssignificant worm." Kobra said, before backhanding Ship, causing him to fall on the ground. "Hey!" Kobra heard, then had his throat grabbed by Humungousaur.

"That wasn't very nice." The alien said, before throwing him down. Humungousaur then jumped and was ready to land on him but Kobra was quicker and slipped away last second.

As Humungousaur tried to get back up Kobra wrapped around him again. This time including the neck and Humungousaur was struggling to keep him off.

Zatanna saw this and was about to jump in, when Constantine reminded her. "Don't move or else we'll have to start all over." Then went back to the spell.

Zatanna knew he was right, so she figured the faster the spell was done the faster Kobra would be defeated. So after talking a deep breath to calm her nerves, she begins to chant with Constantine, though her eyes glowed white.

"Brush your teeth man." Ben complained. "It smells like something died in there." He added, then flung his head back hitting the new god.

"You ssssshall pay for sssstriking a god." Kobra said in anger.

Ben would have made a reply, but adjusted the situation so that his tail was wrapped around his neck and began suffocating him. Humungousaur kept trying to pull it off and while he nearly succeeded he was still trapped. "Any lasssst wordsssss?" Kobra asked, tauntingly only to recieve Ben trying to gasp for air.

Back with Constantine and Zatanna, while they didn't know, they were only seconds away from being finished. After about three more seconds, just as Ben was going to pass out, the dagger shattered.

It was so sudden the shockwave threw back Constantine and Zatanna several, making them fall on the ground.

Suddenly Kobra felt his power being drained and started to revert back to normal. At the same time the Omnitrix timed out and Ben became human again.

"Nooooo!" Kobra cried as he shrunk. "I was supposed to-" He never finished his sentence as Ben grabbed a nearby thick branch and whacked it over his head. "Please shut up." Ben nearly begged.

"Ben!" Zatanna called out, as she and Constantine went toward him. "You okay?" She asked with concern.

"Yeah I'm fine, but how's Ship?" Ben replied, and they heard a, "Ship" and looked to see the little slug like alien come over. "Ship Ship." The alien cried, jumping in Zatanna's arms.

"You were really brave sweetie." Zatanna commented, before giving Ship a kiss. The alien cooed before going back to sleep.

"That was fast." John commented, while lighting a cigarette.

"Well literally was backhanded out of the sky." Ben reminded him.

"Fair point." Constantine shrugged, before puffing out the smoke. "Gotta say, I'm impressed with you luv." He added, looking at Zatanna. "Even with your help the spell should've taken longer, but you sped up process. You've got some potential in you."

"Thanks, means alot from a "Master of the Dark Arts."" Zatanna replied.

"And you." Constantine then turned to Ben. "Great name on that alien of yours." He complimented.

"I know right." Ben replied.

"Now where to drop you off at?" Constantine asked, the teens.

"Um what about lord slitherface?" Ben questioned. After all they couldn't just leave him here. Could they?

"I'll handle it don't worry." Constantine reassured them. "So what'll be, Tower of Fate, London, Vegas?"

"Ivy town for me." Zatanna replied. "I should head home, it has too be late."

"Actually it's just dark here, but there it's all sunshine and rainbows." Constantine informed her. The time zone is different by four hours.

"Happy Harbor, Rhode Island, team must be wondering where I am." Ben said. "Weird usually I get like a notice or something."

"Well chat it up with ole Batsy or whoever, I got places to be." Constantine stated, before opening portals to their respective homes

"Wait, what if we need your help again?" Zatanna asked, as Ben left after saying goodbye.

"You have my card right?" Constantine asked, reminding Zatanna. The sorceress took it out and flipped it over and saw that it was an actual phone number. "Really, I just call?"

"Good luck with my secretary luv." Constantine replied, with a two finger salute. Zatanna smiled then left, leaving John and Kobra alone.

John them went to Kobra and sighed. "You should've read the fine print, you would've spared yourself."

Just then Kobra regained consciousness, only to discover that his body began to shrink. "What is happening to me?" He questioned.

"Guess you didn't know." Constantine spoke, getting the cult leaders attention. "You get caught cheating your arse is gonna get spanked."

"What did you do?" Kobra asked, his body still shrinking slowly with scales appearing now.

"Nothin, cept take away your powers, you on the other hand used a work around to get those powers faster." Constantine replied, but he wasn't finished. "Normally you just go back to normal, but now you're gonna be living up to your namesake."

"This is not possible, I was supposed to rule." Kobra cried out, as his buddy becoming more and more like a snake. "I was to be a -." He was cut off as he became an actual cobra and all that came out was a his.

"Sorry, didn't catch that last part." Constantine taunted before walking away. "Wonder what kind of pubs they have in Rio?" He wondered aloud.

**Rhode Island**

The sun was setting as Ben was teleported on the outskirts of Happy Harbor. He could see Mount Justice and sighed. "Well wonder what ole batsy has us doing?" Ben said to himself imitating Constantine. "That accent is fun."

Ben then took out the hoverboard and began heading towards Mount Justice.

**Mount Justice**

Rather than take the traditional way in, Ben turned into Big Chill to go through the mountain. He entered the main room of the Mountain where traditionally Batman would deploy them on mission. But it looked like it had recently been wrecked.

There was water and burn marks all over the place with several leauge members repairing things. He saw the team sit at together with exhausted looks.

He then decided yo make his presence known by turning back into Human. This caught everyones attention. "Ok what did I miss?" Ben asked.

"Where have you been!?" Artemis shouted.

"Woah calm down." Ben replied. "I was dealing with something else, but I wanna know what went down."

"Red Tornado's siblings attacked us." Robin replied.

"And almost killed M'gann!" Connor added.

"And the rest of us." Kid Flash said, reminding Superboy that mot only her life was in danger.

"I avoided being downed and burned multiple times in like twenty minutes." Artemis complained.

Aqualad then explained how the Reds burst into the mountain capturing all but Robin and Artemis. Who then avoided capture long enough to plant an EMP, which Artemis activated by using the Arrow she fired at Amazo.

"Then once Red Tornado went near his siblings, he turned on us." Aqualad concluded.

"No way." Ben couldn't believe Red Tornado would just turn like that. There has to be some bigger reason besides what the team was giving him. "We gotta find him."

"Red Tornado is Leauge member." Batman said? announcing his presence. "That makes him a League responsibility, as does this."

"What are you talking about?" Ben asked. While he expected Batman to argue with it being a League matter, he didn't know what other problem he was talking about.

"About the possible mole Red Arrow told me about." Batman replied, making all of the teams eyes, save for Ben, go wide.

"Roy knew about a mole and didn't tell us." Wally stated, clearly surprised.

"As did Ben, but he neglected to inform anyone nor investigate on it." Batman added, his glare bearing down on the Omnitrix wielder.

"You knew!" Superboy shouted in rage and almost tackled Ben full force if Aqualad hadn't lifted his arm to stop him.

"Guys let me explain." Ben tried to reason but before he could continue, Batman interrupted. "Ben is the mole." All eyes went wide now.

"Look that has to be-OW!" Ben tried to deny, but was interrupted this time by something pointy hitting his neck. He pulled it out and saw it was a small dart and he suddenly began to feel dizzy.

"There's enough toxins in in your system that will render an-" Batman began to explain, but this time he was interrupted by Omnitrix. "_Foreign Contaminat._" It said, then like his first encounter with Cheshire, whatever illness he felt was gone as a small green light was sent throughout his body.

"Forgot about that." Ben said with relief, as he clicked on the button to activate the Omnitrix. He was about to slam the core down when sped in and grabbed both of his hands.

"How dumb do you think we are not to have a backup plan?" Flash asked sarcastically.

"Still pretty dumb for not thinking I can use my head." Ben replied with confidence, confusing the speedster. Ben used that moment of distraction to headbutt the Omnitrix, blinding flash with a flash as he turned into Big Chill. Ben then dived under the ground and proceeded to escape.

**Tada, been planning this from the beginning. I hope you enjoyed this chapter and Constantine. Again I say I tried my best to make him as accurate as possible looking up sayings and British slang.**

**FYI I made Red Tornado act the way he did because he said he wanted to be more human, but it didn't really happen. At least no real attempts in the first season.**

**But yeah, Batman thinks Ben's the mole, but Ben escaped...for now. What next, what of Zatanna, what of proving his innocence and who was that in the footage? You'll have to wait and see.**

**Also I got this chapter idea from The Incredible Muffin and his story Unlimited Justice.**


End file.
